Exhibit 10.1



                              AMENDED AND RESTATED
                                 LOAN AGREEMENT



                              BANK OF AMERICA, N.A.

                      $5,000,000 REVOLVING CREDIT FACILITY

                $20,000,000 ACQUISITION REVOLVING CREDIT FACILITY

                                       and

                         $20,000,000 TERM LOAN FACILITY

                                   PROVIDED TO

                           NATIONAL DENTEX CORPORATION

                                       and

                         GREEN DENTAL LABORATORIES, INC.

                                 August 9, 2005





<PAGE>

<TABLE>
<CAPTION>

                                                                                                                 PAGE

<S>                                                                                                              <C>
1.       The Credit Facility; Advances............................................................................2
         (a)      The Credit Facility.............................................................................2
         (b)      Advances........................................................................................2

2.       Interest; Payments; Fees; Borrowing......................................................................3
         (a)      Interest........................................................................................3
         (b)      Payments........................................................................................4
         (c)      Additional Payments.............................................................................5
         (d)      Notice of Borrowing.............................................................................5
         (e)      Special Provisions Governing Loans..............................................................6
         (f)      Increased Capital Costs........................................................................12
         (g)      Taxes..........................................................................................12

3.       Letters of Credit.......................................................................................13
         (a)      Issuance.......................................................................................13
         (b)      Notice of Proposed Issuance....................................................................13
         (c)      Conditions to Issuance.........................................................................14
         (d)      Expiry Dates...................................................................................14
         (e)      Drawings.......................................................................................14
         (f)      Reimbursement by the Borrowers.................................................................14
         (g)      Exculpatory Provisions.........................................................................15
         (h)      Indemnification by Borrowers...................................................................15

4.       Definitions.............................................................................................16

5.       Representations and Warranties..........................................................................23
         (a)      Organization...................................................................................23
         (b)      Authority......................................................................................23
         (c)      Approvals; Compliance with Statutes, Etc.......................................................24
         (d)      Valid Obligations..............................................................................24
         (e)      Assets.........................................................................................25
         (f)      Agreements.....................................................................................25
         (g)      Insurance......................................................................................25
         (h)      Litigation and Other Proceedings...............................................................25
         (i)      Labor Matters..................................................................................26
         (j)      ERISA..........................................................................................26
         (k)      Financial Statements...........................................................................26
         (l)      Projections....................................................................................27
         (m)      Taxes..........................................................................................27
         (n)      Investments....................................................................................27
         (o)      Investment Company.............................................................................27
         (p)      Equity Structure...............................................................................28
         (q)      Consolidated Total Funded Debt.................................................................28
         (r)      Patents, Copyrights and Trademarks.............................................................28
         (s)      Representations Accurate.......................................................................28
</TABLE>


                                      -i-
<PAGE>

<TABLE>
<S>                                                                                                             <C>
6.       Covenants...............................................................................................29
         (a)      Payments.......................................................................................29
         (b)      Intentionally omitted..........................................................................29
         (c)      Financial Report...............................................................................29
         (d)      Other Financial Reports  Dentex will also furnish, or cause to be furnished, to the Bank:......30
         (e)      Maintain Rights  Each Borrower shall:..........................................................30
         (f)      No Transfers...................................................................................31
         (g)      No Mergers.....................................................................................32
         (h)      Payment of Taxes...............................................................................32
         (i)      Guaranties.....................................................................................32
         (j)      Agreements.....................................................................................32
         (k)      Investments....................................................................................33
         (l)      Property.......................................................................................33
         (m)      Books and Records..............................................................................33
         (n)      Notices........................................................................................34
         (o)      Liens..........................................................................................35
         (p)      Modifications..................................................................................36
         (q)      Additional Indebtedness........................................................................36
         (r)      Payments to Affiliated Persons.................................................................36
         (s)      Minimum Consolidated Net Worth.................................................................37
         (t)      Fixed Charge Coverage Ratio....................................................................37
         (u)      Maximum Consolidated Total Funded Debt to Consolidated EBITDA..................................37
         (v)      Minimum Consolidated EBITDA....................................................................37
         (w)      Bank Accounts..................................................................................37
         (x)      Further Assurances.............................................................................38

7.       Conditions of Closing...................................................................................38
         (a)      Amended and Restated Line of Credit Notes; Term Note...........................................38
         (b)      Warranties and Covenants.......................................................................38
         (c)      Closing Certificate............................................................................38
         (d)      Financial Statements...........................................................................39
         (e)      Annual Report..................................................................................39
         (f)      Valuation Report...............................................................................39
         (g)      No Adverse Change..............................................................................39
         (h)      Closing Fees and Legal Expenses................................................................39
         (i)      Legal Opinions.................................................................................40
         (j)      Projections....................................................................................40
         (k)      Approvals......................................................................................40
         (l)      Legality of Transactions.......................................................................40
         (m)      Proof of Corporate Action; Good Standing.......................................................40
         (n)      Payoff and Release Confirmation................................................................41
         (o)      Organizational and Capital Structure...........................................................41
         (p)      Lien Searches..................................................................................41
         (q)      Other Searches.................................................................................41
</TABLE>

                                      -ii-
<PAGE>
<TABLE>
<S>                                                                                                             <C>
8.       Conditions of Making Subsequent Advances................................................................41
         (a)      Representations and Warranties.................................................................42
         (b)      Performance....................................................................................42
         (c)      Acquisitions...................................................................................42

9.       Events of Default.......................................................................................43
         (a)      Representations and Warranties.................................................................43
         (b)      Covenants......................................................................................44
         (c)      Acceleration...................................................................................44
         (d)      Loan Documents.................................................................................44
         (e)      Voluntary Bankruptcy...........................................................................44
         (f)      Involuntary Bankruptcy.........................................................................45
         (g)      Seizure of Assets..............................................................................45
         (h)      Judgments......................................................................................45
         (i)      Liens..........................................................................................45
         (j)      Casualty Loss..................................................................................45
         (k)      Qualified Audit Report.........................................................................46
         (l)      Change of Control..............................................................................46
         (m)      ERISA..........................................................................................46

10.      Remedies................................................................................................47

11.      Joint and Several Liability.............................................................................48

12.      Miscellaneous...........................................................................................49
         (a)      Waivers........................................................................................49
         (b)      Delays.........................................................................................49
         (c)      Notices........................................................................................50
         (d)      Set-Off........................................................................................50
         (e)      Jurisdiction; Waiver of Jury Trial.............................................................50
         (f)      Usury..........................................................................................51
         (g)      Execution......................................................................................52
         (h)      Governing Law..................................................................................52
         (i)      Fees; Indemnification..........................................................................52
         (j)      Binding Nature.................................................................................52
         (k)      Assignment; Participations; Pledge to Federal Reserve..........................................52
         (l)      Under Seal.....................................................................................53
         (m)      Use of Proceeds................................................................................54
         (n)      Confidentiality................................................................................54

</TABLE>

                                     -iii-

<PAGE>



                                    EXHIBITS



----------------- ---------------------------------------------
    EXHIBIT                           FORM
----------------- ---------------------------------------------
       A          Form of Amended and Restated First Line of
                  Credit Note
----------------- ---------------------------------------------
       B          Form of Amended and Restated Second Line of
                  Credit Note
----------------- ---------------------------------------------
       C          Form of Term Note
----------------- ---------------------------------------------
       D          Form of Compliance Certificate
----------------- ---------------------------------------------
       E          Form of Joinder Agreement
----------------- ---------------------------------------------


                                      -iv-
<PAGE>



                                    SCHEDULES


Schedule 5(a)          Jurisdictions of Business Qualification of the Borrowers

Schedule 5(b)          Authority

Schedule 5(c)          Approvals

Schedule 5(e)          Assets and Properties; Liens

Schedule 5(g)          Insurance

Schedule 5(h)          Litigation and Other Proceedings

Schedule 5(i)          Labor Matters

Schedule 5(m)          Taxes

Schedule 5(n)          Investments

Schedule 5(p)          Equity Structure of Borrowers

Schedule 5(q)          Funded Debt

Schedule 5(r)          Patents and Trademarks

Schedule 6(v)          Bank Accounts



                                      -v-

<PAGE>




                              BANK OF AMERICA, N.A.
                               100 Federal Street
                           Boston, Massachusetts 02110


                                 August 9, 2005

David L. Brown, President and
   Chief Executive Officer
National Dentex Corporation
526 Boston Post Road
Wayland, MA 01778

          Re:     LOAN AGREEMENT

Dear Mr. Brown:

         This Amended and Restated Loan Agreement (the  "AGREEMENT")  is made as
of  August  9,  2005,  by  and  among  (a)(i)  National  Dentex  Corporation,  a
Massachusetts  corporation ("DENTEX") and (ii) Green Dental Laboratories,  Inc.,
an  Arkansas   corporation   ("GREEN"  and,   collectively   with  Dentex,   the
"BORROWERS"),  and (b) Bank of America,  N.A.,  organized and existing under the
laws of the United States (the "Bank").

         WHEREAS,  Dentex and the Bank are party to that certain Loan  Agreement
dated as of June 30,  2004  (the  "EXISTING  LOAN  Agreement")  consisting  of a
$5,000,000  revolving  credit facility and a $20,000,000  acquisition  revolving
credit facility;

         WHEREAS,  Dentex requested the Bank's consent to draw $20,000,000 under
the acquisition  revolving credit facility to finance in part Dentex's  purchase
of all of the issued and outstanding capital stock of Green;

         WHEREAS,  the  Bank  consented  to  Dentex's  use  of  the  acquisition
revolving  credit  facility to finance in part the purchase of all of the issued
and outstanding capital stock of Green; and

         WHEREAS,  the Bank,  Dentex and Greeen have agreed to amend and restate
the Existing  Loan  Agreement  to, among other  things:  (a) add a new term loan
facility in the aggregate principal amount of $20,000,000;  (b) use the proceeds
of such term loan to repay the acquisition  revolving credit  facility;  and (c)
include Green as a borrower thereunder.

         NOW, THEREFORE, in consideration of the mutual covenants and agreements
herein contained, and for other good and valuable consideration, the receipt and
sufficiency of which is hereby  acknowledged  (these  recitals being an integral
part of this Loan  Agreement)  the parties hereto hereby agree that the Existing
Loan Agreement is amended and restated in its entirety as follows:


                                      -1-
<PAGE>

1. THE CREDIT FACILITY; ADVANCES.

         (a) THE CREDIT  FACILITY.  The  Credit  Facility  shall  consist of the
following:(i)  a  revolving  line of credit  (the  "FIRST LINE OF CREDIT") in an
amount  equal to  $5,000,000,  available  until the day  prior  to,  and due and
payable on, the Lines of Credit Termination Date (as hereinafter  defined);  the
First Line of Credit shall include a sublimit for the issuance, on the terms and
conditions set forth in this Agreement,  of letters of credit for the Borrowers'
account,  PROVIDED that the Bank's LC Exposure (as  hereinafter  defined) at any
time shall not exceed $1,500,000. Advances under the First Line of Credit may be
used by the  Borrowers  for  their  general  corporate  purposes,  to  refinance
existing indebtedness and for the issuance of Letters of Credit.

                  (ii) a revolving  line of credit (the "SECOND LINE OF CREDIT")
in an amount equal to $20,000,000, available until the day prior to, and due and
payable on, the Lines of Credit  Termination  Date (The First Line of Credit and
the Second  Line of Credit may  collectively  hereinafter  be referred to as the
"LINES OF CREDIT").  Advances under the Second Line of Credit may be used by the
Borrowers  solely to fund  acquisitions  by the  Borrowers  in  accordance  with
Section 8 and the other terms and conditions hereof.

                  (iii) a term loan in the principal  amount of $20,000,000 (the
"TERM  LOAN") to be  funded  by the Bank on the  Closing  Date.  The  Borrowers,
jointly and  severally,  promise to pay to the Bank the principal  amount of the
Term Loan in consecutive installments on the last day of each calendar month, in
an amount  calculated  on the basis of a seven (7) year  amortization  schedule,
commencing on August 9, 2005, with a final payment on the Term Loan  Termination
Date in an amount equal to the unpaid  balance of the Term Loan. The proceeds of
the Term Loan shall be applied on the Closing  Date solely to the  repayment  of
the Second Line of Credit. No amount repaid with respect to the Term Loan may be
reborrowed.

         (b) ADVANCES

After the Closing,  advances under the Lines of Credit may be made, from time to
time,  until  the day prior to the Lines of  Credit  Termination  Date,  in such
amounts as the  Borrowers  may request;  PROVIDED  that in the case of the First
Line of  Credit  the  aggregate  principal  amount of all  advances  at any time
outstanding  under the First Line of Credit  (after giving effect to all amounts
requested)  PLUS the  aggregate  LC  Exposure  at such  time,  shall not  exceed
$5,000,000;  and in the  case  of the  Second  Line  of  Credit,  the  aggregate
principal amount of all advances at any time  outstanding  under the Second Line
of Credit  (after  giving  effect to all  amounts  requested)  shall not  exceed
$20,000,000, provided that any such advances under the Second Line of Credit are
subject  to the  provisions  set  forth in  Section  8(c) and 6(k)  hereof;  and
PROVIDED,  FURTHER,  that at the time the Borrowers request an advance under the
Lines of Credit and after  giving  effect to the making  thereof,  no Default or
Event of Default has  occurred and is  continuing.  Subject to the terms of this
Agreement,  advances  under  the  First  Line of  Credit,  once  repaid,  may be
reborrowed;  advances  under the Second  Line of  Credit,  once  repaid,  may be
reborrowed, subject to the provisions set forth in Section 8(c) and 6(k) hereof.
If at any time the outstanding  principal amount of the advances under a Line of
Credit exceeds the amount determined by reference to the limits set forth in the
first sentence of this Section 1(b), the Borrowers  shall promptly pay an amount
equal to such excess to the Bank.


                                      -2-
<PAGE>


         2. INTEREST; PAYMENTS; FEES; BORROWING.

         (a)  INTEREST.  Each advance,  from time to time,  under either Line of
Credit,  and the Term Loan or any  portion  thereof  as  applicable  shall  bear
interest (i) at an annual rate equal to the Prime Rate (as hereinafter  defined)
plus the Applicable  Margin with respect  thereto as in effect from time to time
(in which  case such  advance or Term Loan or portion  thereof,  as  applicable,
shall  be  designated  as a  "PRIME  RATE  LOAN"),  (ii)  at the  option  of the
Borrowers, at the LIBOR Lending Rate for the applicable Interest Period plus the
Applicable  Margin with respect thereto as in effect from time to time (in which
case such  advance  or Term Loan or portion  thereof,  as  applicable,  shall be
designated as a "LIBOR RATE LOAN"), (iii) at the option of the Borrowers, at the
Cost of Funds Rate for the applicable Interest Period plus the Applicable Margin
with respect  thereto as in effect from time to time (in which case such advance
or Term Loan or portion thereof,  as applicable,  shall be designated as a "COST
OF FUNDS RATE LOAN");  or (iv) at the option of the  Borrowers,  at a fixed rate
equal to the rate  announced  by the Bank on the date of the Notice of Borrowing
or on the date of any  conversion  of a Loan to such  fixed  rate (in which case
such advance or Term Loan or portion thereof, as applicable, shall be designated
as a "FIXED RATE LOAN").  If any such interest  rate is unlawful,  then the rate
shall be the highest rate  permitted  under  applicable  law.  Interest shall be
payable (i) in the case of Prime Rate Loans and Fixed Rate Loans,  in arrears on
the first (1st) Business Day of each month, (ii) in the case of LIBOR Rate Loans
and Cost of Funds Rate Loans, on the Interest Payment Dates applicable  thereto,
and (iii) in the case of any advance, when such advance shall be due (whether at
maturity,  by reason of prepayment or  acceleration  or otherwise) or converted,
but only to the extent  then  accrued on the  amount so due or  converted.  Each
change in the rate of interest payable on the Prime Rate Loans shall take effect
simultaneously  with the  corresponding  change  in the  Prime  Rate.  After the
occurrence and during the continuance of a Default or Event of Default and until
such Default or Event of Default has been cured, remedied or waived by the Bank,
the  principal  amount  of the  Lines of Credit  and the Term  Loan  shall  bear
interest  at the annual rate of two  percent  (2%) above the Prime Rate,  or, if
such rate is unlawful,  the highest rate  permitted  under  applicable  law (the
"POST-DEFAULT  RATE").  Any  amounts  overdue  under this  Agreement  shall bear
interest at the Post-Default  Rate.  Interest at the Post-Default  Rate shall be
payable on demand.  (b) PAYMENTS.  All payments received by the Bank from any of
the Borrowers,  except for the payments  referred to in Subsection (c) below and
regularly  scheduled  payments of the Term Loan under Section  1(a)(iii) hereof,
shall be applied first to expenses due hereunder,  then to accrued  interest and
then to principal. Upon the occurrence and during the continuance of an Event of
Default hereunder,  however,  payments may be applied in such manner as the Bank
may, in its sole  discretion,  determine.  All computations of interest shall be
made on the basis of a 360-day year. Advances under the Lines of Credit shall be
evidenced by this Agreement, the records of the Bank and, (i)(A) with respect to
the First Line of Credit, a promissory note in the form of Exhibit A hereto (the
"AMENDED AND RESTATED FIRST LINE OF CREDIT  NOTE"),  and (B) with respect to the
Second Line of Credit,  a  promissory  note in the form of Exhibit B hereto (the
"AMENDED AND  RESTATED  SECOND LINE OF CREDIT  NOTE"),  each due on the Lines of
Credit  Termination  Date (references in this Agreement to the term "Amended and
Restated Line of Credit Note" shall, except where the context does not otherwise
permit, be deemed to apply to both the Amended and Restated First Line of Credit
Note and the Amended and  Restated  Second Line of Credit  Note);  and (ii) with
respect to the Term Loan, a promissory note in the form of Exhibit C hereto (the
"TERM  NOTE"),  dated  as of  the  Closing  Date  and  due on  the  fifth  (5th)
anniversary  of the Closing  Date.  The LC  Reimbursement  Obligations  shall be
evidenced by this Agreement,  the records of the Bank and the Letters of Credit.
The records of the Bank shall be prima facie evidence of the advances hereunder,
the  aggregate  unpaid  amount  of  the  Term  Loan  and  the  LC  Reimbursement
Obligations  and, in each case, of accrued  interest thereon and of all payments
made in respect thereof.

                                      -3-
<PAGE>

         All payments due to the Bank hereunder,  under the Amended and Restated
Line of  Credit  Notes  or the  Term  Note  shall  be made  in U.S.  Dollars  in
immediately  available  funds at Bank of  America,  N.A.,  100  Federal  Street,
Boston, MA 02110 or at such other address as the Bank may designate by notice to
the  Borrowers.  A payment  to the Bank shall not be deemed to have been made on
any day unless  such  payment  shall  have been  received  by the Bank,  at such
address,  in U.S.  Dollars in immediately  available  funds, no later than 12:00
noon (Boston time) on such day.

         If any payment  under this  Agreement  becomes due and payable on a day
that is not a Business Day and this  Agreement  does not  otherwise  provide for
such contingency,  the maturity thereof shall be extended to the next succeeding
Business  Day, and with respect to any payment of  principal,  interest  thereon
shall be payable at the then applicable rate during any such extension.

         (c) ADDITIONAL  PAYMENTS.  In addition to the amounts  specified above,
the Borrowers  shall pay to the Bank the following in connection with the Credit
Facility:(i)  an unused facility fee equal to 1/8 of 1% per annum of the average
unborrowed  portion  of  the  First  Line  of  Credit  (giving  effect,  without
duplication, to the Bank's LC Exposure thereunder),  such average to be computed
for the  three-month  period  preceding  each  Payment Date on which such unused
facility  fee is payable (or such longer or shorter  period as has elapsed  from
the Closing  Date to the first of such  Payment  Dates),  payable  quarterly  in
arrears on the last Payment Dates specified herein, commencing on the first such
date following the Closing Date and on each Payment Date thereafter  through the
Lines of Credit Termination Date (with the last such fee payable on the Lines of
Credit Termination Date);

                                      -4-
<PAGE>

(ii) a  facility  fee of  $10,000.00  per annum for the  Second  Line of Credit,
payable annually in advance on the last day of June in each year,  commencing on
June 30, 2004;

                  (iii) a  Letter  of  Credit  issuance  fee  equal to 1% of the
original face amount of each Letter of Credit issued  hereunder,  payable at the
time of issuance of such Letter of Credit; and

                  (iv) an  audit  fee of  $1,000  for  each  field  audit of the
Borrower's books and records performed by the Bank, up to a maximum of $1,000 in
audit fees for each 12-month period.

         (d) VOLUNTARY PREPAYMENTS OF COST OF FUNDS RATE LOANS, FIXED RATE LOANS
AND PRIME RATE LOANS.

                           The  Borrowers  may,  upon notice to the Bank, at any
time or from time to time voluntarily prepay any Loan in
whole or in part without premium or penalty;  PROVIDED that (i) such notice must
be received  by the Bank not later than 1:00 p.m.  (A) three (3)  Business  Days
prior to any date of  prepayment  of a Cost of Funds  Rate Loan or a Fixed  Rate
Loan and (B) on the date of prepayment of a Prime Rate Loan; (ii) any prepayment
of a Cost of Funds Rate Loan shall be in an integral multiple of (x) $500,000 in
the case of Cost of Funds  Rate Loans  advanced  under the First Line of Credit,
(y) $1,000,000 in the case of Cost of Funds Rate Loans advanced under the Second
Line of Credit,  and (z)  $1,000,000  in the case of Cost of Funds Rate Loans of
any portion of the Term Loan; and (iii) any prepayment of a Prime Rate Loan or a
Fixed Rate Loan shall be in a principal  amount of $500,000 or a whole  multiple
of $100,000 in excess thereof,  or, in each case, if less, the entire  principal
amount  thereof then  outstanding.  Each such notice shall  specify the date and
amount of such  prepayment  and the  type(s) of Loan(s) to be  prepaid.  If such
notice is given by the Borrowers,  the Borrowers  shall make such prepayment and
the payment amount specified in such notice shall be due and payable on the date
specified therein.  Any prepayment of a Loan shall be accompanied by all accrued
interest  thereon.  Any  prepayment of a Fixed Rate Loan shall be accompanied by
such accrued interest, together with any Redeployment Costs required pursuant to
Section 2(g).

         (e) NOTICE OF BORROWING. Whenever the Borrowers elect to obtain a LIBOR
Rate Loan or Cost of Funds  Rate Loan or Fixed  Rate  Loan  under  either of the
Lines of Credit or in respect of the Term Loan or any portion thereof,  they may
request that the Bank provide  quotes as of any  specified  date as to the LIBOR
Lending  Rate or Cost of  Funds  Rate  Loan or  Fixed  Rate  Loan for any or all
Interest Periods, and the Bank shall promptly provide such quotes. The Borrowers
shall give the Bank prior telecopied or telephone notice, on a Business Day, (i)
not later than 10:00 a.m.  (Boston  time) on the day of any advance with respect
to a Prime  Rate  Loan or Fixed  Rate Loan and (ii) not later  than  10:00  a.m.
(Boston  time) at least two (2)  Business  Days prior to the day of any  advance
with  respect to a LIBOR Rate Loan or Cost of Funds Rate Loan.  Each such notice
shall be  irrevocable  once given and shall specify the principal  amount of the
advance to be made,  the date of the advance  (which  shall be a Business  Day),
whether each  advance is to be  maintained  as a Prime Rate Loan,  Cost of Funds
Rate Loan,  LIBOR Rate Loan, or Fixed Rate Loan, and in the case of a LIBOR Rate
Loan, Cost of Funds Rate Loan or Fixed Rate Loan, the Interest Period applicable
thereto. If such notice is given by telephone, it shall be immediately confirmed
in writing.  In the event that the  Borrowers at any time fail in such notice to
specify  any of the  information  required by this  subsection  to be given with
respect to a LIBOR Rate Loan,  Cost of Funds Rate Loan, or Fixed Rate Loan, then
the Borrowers  shall be deemed to have requested that the Bank make a Prime Rate
Loan. All advances hereunder shall be disbursed by the Bank not later than 12:00
noon  (Boston  time)  on  the  requested  date  therefor,  in  U.S.  Dollars  in
immediately  available funds, by credit to the Borrowers' operating account with
the Bank.

                                      -5-
<PAGE>

         (f) SPECIAL PROVISIONS GOVERNING LOANS


         Notwithstanding any other provisions of this Agreement to the contrary,
the  following  provisions  shall govern with respect to any LIBOR Rate Loans or
Cost of Funds Rate Loans (as applicable):



                  (i) REPAYMENT,  CONTINUATION  AND CONVERSION.  Each LIBOR Rate
Loan or Cost of Funds Rate Loan shall  mature  and,  with  respect to such Loans
under  the  Lines  of  Credit,  become  payable  in full on the  last day of the
Interest Period relating  thereto.  Upon maturity,  a LIBOR Rate Loan or Cost of
Funds Rate Loan may be continued  for an  additional  Interest  Period or may be
converted to a Prime Rate Loan as provided in clause (ii) below.

                  (ii)  CONTINUATION  AND CONVERSION  ELECTIONS.  Subject to the
provisions  hereof,  the  Borrowers  shall have the option (A) to convert at any
time one or more integral  multiples of $500,000 of its  outstanding  Prime Rate
Loans under the First Line of Credit into one or more LIBOR Rate Loans,  Cost of
Funds  Rate Loans or Fixed  Rate  Loans,  (B) to convert at any time one or more
integral  multiples of $1,000,0000 of its outstanding Prime Rate Loans under the
Second  Line of Credit  into one or more  LIBOR Rate  Loans,  Cost of Funds Rate
Loans or Fixed  Rate  Loans,  (C) to  convert  at any time one or more  integral
multiples of $1,000,000 of its outstanding  Prime Rate Loans under the Term Loan
into one or more  LIBOR Rate  Loans,  Cost of Funds  Rate  Loans,  or Fixed Rate
Loans,  (D) effective on and as of the expiration date of the Interest Period of
a LIBOR Rate Loan or Cost of Funds Rate Loan,  to continue  such loan LIBOR Rate
Loan or Cost of Funds Rate Loan,  respectively,  as such,  with an equivalent or
different  Interest Period, or (E) effective on and as of the expiration date of
the Interest  Period of a LIBOR Rate Loan or Cost of Funds Rate Loan, to convert
such loan to a Prime Rate Loan; PROVIDED, HOWEVER, that (x) a LIBOR Rate Loan or
Cost of Funds Rate Loans may only be  continued  pursuant to clause (D) above if
the outstanding  principal amount of such loan equals or exceeds $500,000 in the
case a LIBOR Rate Loan or Cost of Funds Rate Loan advanced  under the First Line
of  Credit,  $1,000,000  in the case of a LIBOR  Rate Loan or Cost of Funds Rate
Loans  advanced  under the Second Line of Credit,  or  $1,000,000 in the case of
LIBOR Rate Loan or Cost of Funds Rate Loans under the Term Loan;  (y) no portion
of the  outstanding  principal  amount of any  advance may be  converted  to, or
continued  as, a LIBOR Rate Loan or Cost of Funds Rate Loan when any  Default or
Event of  Default  has  occurred  and is  continuing;  and (z) no portion of the
outstanding  principal  amount of any LIBOR Rate Loan or Cost of Funds Rate Loan
may be converted to a LIBOR Rate Loan or Cost of Funds Rate Loan,  respectively,
of a  different  duration  if such  LIBOR  Rate Loan or Cost of Funds  Rate Loan
relates to any Hedging  Obligations  unless the maturity of the relevant Hedging
Obligations  has been  appropriately  adjusted in a manner  satisfactory  to the
Bank.


                                      -6-
<PAGE>

                                    The  Borrowers  shall  deliver  a notice  of
conversion/continuation to the Bank, on a Business Day, no later than 10:00 a.m.
(Boston  time)  at  least  two (2)  Business  Days in  advance  of the  proposed
conversion/continuation date for a LIBOR Rate Loan or a Cost of Funds Rate Loan.
A notice of  conversion/continuation  shall,  in the case of a conversion to, or
continuation  of, a LIBOR Rate Loan or a Cost of Funds Rate Loan, be irrevocable
and   shall  be  given  by  the   Borrowers   to   specify   (i)  the   proposed
conversion/continuation  date (which shall be a Business Day),  (ii) whether the
Loan to be  converted/continued  is a First Line of Credit Loan,  Second Line of
Credit Loan or the Term Loan or a portion thereof, (iii) the amount of the First
or Second  Line of Credit  Loan or the Term Loan,  or a portion  thereof,  to be
converted/continued, (iv) (A) whether the First or Second Line of Credit Loan or
portion of the Term Loan to be converted/continued is a Prime Rate Loan, Cost of
Funds Rate Loan,  LIBOR Rate Loan, or Fixed Rate Loan, and (B) whether the First
or Second  Line of Credit Loan or portion of the Term Loan into which such First
or Second Line of Credit Loan is converted/continued is to be a Prime Rate Loan,
Cost of Funds Rate Loan LIBOR Rate Loan, or Fixed Rate Loan, and (v) in the case
of a  conversion  to, or a  continuation  of, a LIBOR Rate Loan or Cost of Funds
Rate Loan, the requested Interest Period.

                                    In lieu of  delivering  the  above-described
notice,  the Borrowers may give the Bank telephonic  notice by the required time
of any  proposed  conversion/continuation;  PROVIDED  that such notice  shall be
immediately confirmed in writing.

                                    If the  Borrowers  fail to give such  notice
with  respect  to a LIBOR  Rate Loan or Cost of Funds Rate Loan at least two (2)
Business  Days  before the last day of the then  current  Interest  Period  with
respect  thereto,  the Borrowers shall be deemed to have delivered to the Bank a
notice to convert such Loan into a Prime Rate Loan and such loan shall,  on such
last  day,  automatically  convert  into  a  Prime  Rate  Loan.  Any  notice  of
conversion/continuation  given pursuant to this subsection  shall be irrevocable
on and after the date of delivery  thereof to the Bank, and the Borrowers  shall
be bound to convert or continue in accordance therewith.

                           (iii) DETERMINATION AND NOTICE OF LIBOR LENDING RATE,
COST OF FUNDS RATE OR FIXED  RATE.  Promptly  after  receipt of notice  from the
Borrowers that they wish to elect a LIBOR Rate Loan, Cost of Funds Rate Loan, or
Fixed Rate Loan, the Bank shall determine  (which  determination  shall,  absent
manifest  error,  be  final,  conclusive  and  binding  upon  all  parties)  the
applicable LIBOR Lending Rate, Cost of Funds Rate, or Fixed Rate, as applicable,
which rate shall  apply to the LIBOR Rate Loans,  Cost of Funds Rate  Loans,  or
Fixed  Rate  Loans,  as  applicable,  for which an  interest  rate is then being
determined for the applicable  Interest  Period,  and shall promptly give notice
thereof (in writing or by telephone and confirmed in writing) to the Borrowers.


                                      -7-
<PAGE>


                           (iv) Basis for Determining  Interest Rate Inadequate.
If the Bank shall have determined that:

                                   (A)  U.S.  Dollar  deposits  in the  relevant
amount and for the relevant Interest Period are not available to the Bank in the
London interbank market,

                                   (B) by reason of circumstances  affecting the
Bank  in  the  London  interbank  market,   adequate  means  do  not  exist  for
ascertaining the LIBOR Lending Rate applicable  hereunder to LIBOR Rate Loans of
any duration, or

                                   (C)  the   LIBOR   Lending   Rate  no  longer
adequately reflects the Bank's cost of funding LIBOR Rate Loans of any duration,
then, upon notice from the Bank to the Borrowers and until the Bank shall notify
the Borrowers that the  circumstances  causing such  suspension no longer exist,
(1) the  obligations  of the Bank under this  Agreement  to make or continue any
Loans as, or to convert any Loans into,  LIBOR Rate Loans of such duration shall
forthwith be suspended and (2) each affected  outstanding  LIBOR Rate Loan shall
be converted into a Prime Rate Loan on the last day of the then current Interest
Period applicable thereto.


                  (v) LIBOR RATE LENDING  UNLAWFUL.  If the Bank shall determine
(which determination shall, upon notice thereof to the Borrowers,  be conclusive
and binding on the Borrowers, absent manifest error) that the introduction of or
any change in or in the interpretation of any law, rule, regulation or guideline
(whether or not having the force of law) makes it unlawful,  or any central bank
or other  governmental  authority  asserts that it is unlawful,  for the Bank to
make,  continue or maintain any LIBOR Rate Loan as, or to convert any loan into,
a LIBOR Rate Loan of a certain  duration,  the  obligations of the Bank to make,
continue,  maintain or convert into any such LIBOR Rate Loans  shall,  upon such
determination,  forthwith be suspended until the Bank shall notify the Borrowers
that the  circumstances  causing such suspension no longer exist,  and all LIBOR
Rate Loans of such type shall automatically convert into Prime Rate Loans on the
last day of the then current Interest Periods  applicable  thereto or sooner, if
required by such law or assertion.

                  (vi)  VOLUNTARY  PREPAYMENT  OF LIBOR RATE  LOANS.  LIBOR Rate
Loans  in  connection  with  which  the  Borrowers  have  entered  into  Hedging
Obligations  with the Bank may not be  prepaid;  other  LIBOR  Rate Loans may be
prepaid only upon the terms and conditions set forth herein. The Borrowers shall
give the Bank,  no later  than  10:00  a.m.  (Boston  time),  at least  four (4)
Business  Days'  notice of any  proposed  prepayment  of any LIBOR  Rate  Loans,
specifying  the  proposed  date of payment of such  LIBOR  Rate  Loans,  and the
principal amount to be paid. Each partial  prepayment of the principal amount of
LIBOR Rate Loans shall be in an integral multiple of (x) $500,000 in the case of
LIBOR Rate Loans advanced under the First Line of Credit,  (y) $1,000,000 in the
case of LIBOR  Rate Loans  advanced  under the  Second  Line of Credit,  and (z)
$1,000,000 in the case of LIBOR Rate Loans of any portion of the Term Loan,  and
accompanied  by the payment of all charges  outstanding on such LIBOR Rate Loans
and of all accrued interest on the principal repaid to the date of payment.

                                      -8-
<PAGE>


         Borrowers  acknowledge  that prepayment or acceleration of a LIBOR Rate
Loan during an Interest  Period  shall result in the Bank  incurring  additional
costs,  expenses  and/or  liabilities  and that it is  extremely  difficult  and
impractical to ascertain the extent of such costs,  expenses and/or liabilities.
Therefore,  all  full or  partial  prepayments  of  LIBOR  Rate  Loans  shall be
accompanied by, and the Borrowers  hereby jointly and severally  promise to pay,
on each date a LIBOR Rate Loan is prepaid or the date all sums payable hereunder
become due and payable,  by acceleration or otherwise,  in addition to all other
sums then owing, an amount (the "LIBOR  PREPAYMENT  FEE") determined by the Bank
pursuant to the following formula:

                                    (1)     the  then   current  rate  for  U.S.
                                            Treasury   securities  (bills  on  a
                                            discounted  basis shall be converted
                                            to  a   bond   equivalent)   with  a
                                            maturity  date closest to the end of
                                            the  Interest  Period  as  to  which
                                            prepayment is made, SUBTRACTED FROM

                                    (2)     the LIBOR Lending Rate applicable to
                                            the LIBOR Rate Loan  being  prepaid,
                                            PLUS 1.5%.

                  If the  result  of this  calculation  is  zero  or a  negative
                  number,  then there shall be no LIBOR  Prepayment  Fee. If the
                  result of this  calculation  is a  positive  number,  then the
                  resulting percentage shall be multiplied by:

                                    (3)     the amount of the LIBOR Rate Loan
                                            being  prepaid.

                  The resulting amount shall be divided by:

                                    (4)     360

                   and multiplied by:

                                    (5)     the number of days  remaining in the
                                            Interest Period as to which the
                                            prepayment  is being made.

                   Said amount shall be reduced to present  value  calculated by
                   using the referenced  U.S.  Treasury  securities rate and the
                   number of days remaining on the Interest Period for the LIBOR
                   Rate Loan being prepaid.

         The  resulting  amount  of  these   calculations  shall  be  the  LIBOR
Prepayment Fee.


                                      -9-
<PAGE>


                           (vii)   INDEMNITIES.   In   addition   to  the  LIBOR
Prepayment Fee, the Borrowers agree to reimburse the Bank
(without  duplication) for any increase in the cost to the Bank, or reduction in
the amount of any sum receivable by the Bank, in respect, or as a result of:

                                   (A) any conversion or repayment or prepayment
of the  principal  amount  of any  LIBOR  Rate  Loan on a date  other  than  the
scheduled last day of the Interest Period applicable  thereto,  whether pursuant
to Section 2(e)(vi) or otherwise;

                                   (B) any Loan not being  made as a LIBOR  Rate
Loan in accordance with the borrowing request therefor;

                                   (C) any LIBOR  Rate Loan not being  continued
as,  or   converted   into,   a  LIBOR   Rate  Loan  in   accordance   with  the
continuation/conversion notice therefor; or

                                   (D) any  costs  associated  with  marking  to
market any Hedging Obligations that (in the
reasonable  determination of the Bank) are required to be terminated as a result
of any conversion,  repayment or prepayment of the principal amount of any LIBOR
Rate Loan on a date other than the  scheduled  last day of the  Interest  Period
applicable thereto, whether pursuant to Section 2(e)(vi) or otherwise.

         The  Bank  shall  promptly  notify  the  Borrowers  in  writing  of the
occurrence of any such event,  such notice to state, in reasonable  detail,  the
reasons therefor and the additional amount required fully to compensate the Bank
for such  increased cost or reduced  amount.  Such  additional  amounts shall be
payable by the Borrowers to the Bank within five (5) days of its receipt of such
notice,  and such notice shall,  in the absence of manifest error, be conclusive
and binding on the Borrowers.  The Borrowers  understand,  agree and acknowledge
the  following:  (i) the Bank does not have any  obligation  to  purchase,  sell
and/or match funds in  connection  with the use of the LIBOR Rate as a basis for
calculating  the rate of interest on a LIBOR Rate Loan;  (ii) the LIBOR Rate may
be used merely as a reference in determining  such rate; and (iii) the Borrowers
have accepted the LIBOR Rate as a reasonable and fair basis for calculating such
rate, the LIBOR  Prepayment  Fee, and other funding losses incurred by the Bank.
Borrowers  further  agree to pay the  LIBOR  Prepayment  Fee and  other  funding
losses,  if any,  whether or not the Bank elects to purchase,  sell and/or match
funds.

                           (viii)  INCREASED  COSTS.  If on or  after  the  date
hereof the  adoption of any  applicable  law,  rule or  regulation  or guideline
(whether or not having the force of law), or any change  therein,  or any change
in the interpretation or administration  thereof by any governmental  authority,
central  bank  or  comparable   agency  charged  with  the   interpretation   or
administration  thereof, or compliance by the Bank with any request or directive
(whether or not having the force of law) of any such authority,  central bank or
comparable agency:

                                      -10-
<PAGE>

                                   (A) shall  subject the Bank to any tax,  duty
or other charge with respect to its LIBOR Rate Loans or Letters of Credit issued
by it or its obligation to make LIBOR Rate Loans or issue Letters of Credit,  or
shall  change the basis of taxation of payments to the Bank of the  principal of
or  interest  on its LIBOR  Rate  Loans or any  other  amounts  due  under  this
Agreement  in respect  of its LIBOR  Rate Loans or the  Letters of Credit or its
obligation to make LIBOR Rate Loans or issue  Letters of Credit  (except for the
introduction  of, or change in the rate of, tax on the overall net income of the
Bank  or  franchise  taxes,  imposed  by  the  jurisdiction  (or  any  political
subdivision  or taxing  authority  thereof)  under the laws of which the Bank is
organized or in which the Bank's principal executive office is located); or

                                   (B) shall impose,  modify or deem  applicable
any  reserve,  special  deposit  or  similar  requirement  (including,   without
limitation,  any such  requirement  imposed  by the  Board of  Governors  of the
Federal Reserve System of the United States) against assets of, deposits with or
for the account of, or credit  extended by, the Bank or shall impose on the Bank
or on the London interbank  market any other condition  affecting its LIBOR Rate
Loans or Letters  or Credit  issued by it or its  obligation  to make LIBOR Rate
Loans or issue Letters of Credit;

and the result of any of the  foregoing  is to increase  the cost to the Bank of
making or maintaining any LIBOR Rate Loan or issuing any Letter of Credit, or to
reduce  the  amount of any sum  received  or  receivable  by the Bank under this
Agreement with respect thereto,  by an amount deemed by the Bank to be material,
then,  within 15 days after demand by the Bank,  the Borrowers  shall pay to the
Bank such  additional  amount or  amounts as will  compensate  the Bank for such
increased cost or reduction.  A statement of the Bank as to any such  additional
amount or amounts (including  calculations  thereof in reasonable detail) shall,
in the absence of manifest error, be conclusive and binding on the Borrowers. In
determining  such  amount,  the  Bank  may  use  any  method  of  averaging  and
attribution that it (in its sole and absolute discretion) shall deem applicable.

         (g) VOLUNTARY PREPAYMENT OF FIXED RATE LOANS.

         Borrowers acknowledge that prepayment of a Fixed Rate Loan prior to the
end of the  applicable  Interest  Period  shall  result  in the  Bank  incurring
additional costs, expenses and/or liabilities and that it is extremely difficult
and  impractical  to  ascertain  the  extent  of  such  costs,  expenses  and/or
liabilities.  Therefore,  all full or  partial  prepayments  of Fixed Rate Loans
shall be accompanied by, and the Borrowers hereby jointly and severally  promise
to pay, on each date a Fixed Rate Loan is prepaid, in addition to all other sums
then owing,  the Bank's (i) cost of obtaining funds for the Fixed Rate Loan that
is the  subject  of  such  prepayment  for  the  period  from  the  date of such
prepayment to the last day of the Interest  Period in effect (or that would have
been in effect) for such Fixed Rate Loan over (ii) the amount of interest likely
to be realized by the Bank in redeploying  the funds released or not utilized by
reason of such  prepayment  for such period.  A certificate  of the Bank setting
forth any amount or amounts  which the Bank is entitled  to receive  pursuant to
this Section shall be delivered to the Borrowers and shall be conclusive  absent
manifest error.


                                      -11-
<PAGE>

         (h) INCREASED  CAPITAL  COSTS.  If any change in, or the  introduction,
adoption,  effectiveness,  interpretation,  reinterpretation or phase-in of, any
law or regulation,  directive,  guideline,  decision or request  (whether or not
having  the  force  of law) of any  court,  central  bank,  regulator  or  other
governmental authority affects or would affect the amount of capital required or
expected to be maintained by the Bank, or person  controlling  the Bank, and the
Bank determines (in its sole and absolute discretion) that the rate of return on
its or such controlling  person's capital as a consequence of its commitments or
the Loans  made or  Letters  of Credit  issued by the Bank is reduced to a level
below that which the Bank or such controlling person could have achieved but for
the occurrence of any such circumstance, then, in any such case upon notice from
time to time by the Bank to the Borrowers,  the Borrowers shall  immediately pay
directly to the Bank  additional  amounts  sufficient to compensate  the Bank or
such controlling person for such reduction in rate of return. A statement of the
Bank as to any such additional amount or amounts (including calculations thereof
in reasonable detail) shall, in the absence of manifest error, be conclusive and
binding on the  Borrowers.  In  determining  such  amount,  the Bank may use any
method of averaging and attribution that it (in its reasonable discretion) shall
deem  applicable.(i)  TAXES.  All payments by the Borrowers of principal of, and
interest on, the Loans and all other  amounts  payable  hereunder  shall be made
free and clear of and  without  deduction  for any  present  or  future  income,
excise, stamp or franchise taxes and other taxes, fees, duties,  withholdings or
other  charges of any nature  whatsoever  imposed by any taxing  authority,  but
excluding  franchise  taxes and taxes  imposed on or  measured by the Bank's net
income or receipts (such non-excluded items being called "TAXES").  In the event
that any  withholding  or deduction from any payment to be made by the Borrowers
hereunder is required in respect of any Taxes  pursuant to any  applicable  law,
rule or  regulation,  then the  Borrowers  will:(i) pay directly to the relevant
authority the full amount required to be so withheld or deducted;

                  (ii) promptly forward to the Bank an official receipt or other
documentation   satisfactory  to  the  Bank  evidencing  such  payment  to  such
authority; and

                  (iii) pay to the Bank such additional amount or amounts as are
necessary to ensure that the net amount actually received by the Bank will equal
the  full  amount  the Bank  would  have  received  had no such  withholding  or
deduction been required.

         Moreover,  if any Taxes are  directly  asserted  against  the Bank with
respect to any  payment  received by the Bank  hereunder,  the Bank may pay such
Taxes and the Borrowers will promptly pay such additional  amount (including any
penalties,  interest or  expenses)  as is necessary in order that the net amount
received  by the Bank after the  payment of such Taxes  (including  any Taxes on
such additional  amount) shall equal the amount the Bank would have received had
such Taxes not been asserted.

         If the  Borrowers  fail to pay any  Taxes  when due to the  appropriate
taxing  authority  or fail to remit to the Bank the  required  receipts or other
required  documentary  evidence,  the Borrowers shall indemnify the Bank for any
incremental Taxes,  interest or penalties that may become payable by the Bank as
a result of any such failure.

                                      -12-
<PAGE>

         3. LETTERS OF CREDIT.

         (a) ISSUANCE. The Bank agrees, on the terms and conditions set forth in
this Agreement,  to issue standby letters of credit hereunder (each a "LETTER OF
CREDIT")  at the  request of the  Borrowers  from time to time prior to the date
that is 30 days  before the Lines of Credit  Termination  Date;  provided  that,
immediately  after  each such  Letter of Credit is issued,  (i) the LC  Exposure
shall  not  exceed  $1,500,000,  and (ii) the sum of the  outstanding  principal
amount of all First Line of Credit  Loans plus the LC Exposure  shall not exceed
$5,000,000. All Letters of Credit issued and outstanding under the Existing Loan
Agreement,  on and  as of the  Closing  Date  shall  become  Letters  of  Credit
hereunder.(b)  NOTICE OF  PROPOSED  ISSUANCE.  With  respect  to each  Letter of
Credit,  the Borrowers shall give the Bank at least two (2) Business Days' prior
notice (i)  specifying  the date such  Letter of Credit is to be issued and (ii)
describing  the  proposed  terms of such  Letter of Credit and the nature of the
transactions to be supported thereby.(c)  CONDITIONS TO ISSUANCE. The Bank shall
not  issue  any  Letter  of Credit  unless:(i)  such  Letter of Credit  shall be
reasonably satisfactory in form and substance to the Bank,

                  (ii) the  Borrowers  shall have  executed and  delivered  such
other  instruments and agreements  relating to such Letter of Credit as the Bank
shall have reasonably requested, and

                  (iii) the  conditions  specified  in  Sections  7 and 8 hereof
shall have been satisfied at or prior to the time such Letter of Credit is to be
issued.

         (d) EXPIRY  DATES.  No Letter of Credit shall have an expiry date later
than the fifth (5th) Business Day before the Lines of Credit  Termination  Date.
Subject to the preceding sentence,  each Letter of Credit issued hereunder shall
expire on or before the anniversary of the date of such issuance;  provided that
the expiry date of any Letter of Credit may be extended from time to time at the
Borrowers'  request and with the Bank's  consent for a period not  exceeding one
year.


         (e)  DRAWINGS.  If the Bank  receives  a demand for  payment  under any
Letter of Credit issued by it and determines that such demand should be honored,
the Bank shall (i) make such payment in accordance with the terms of such Letter
of Credit and (ii)  reasonably  promptly  notify the  Borrowers as to the amount
paid by the Bank as a result of such demand and the date of such payment (an "LC
PAYMENT DATE").


         (f)  REIMBURSEMENT  BY THE BORROWERS.  If any amount is drawn under any
Letter  of  Credit,  the  Borrowers  irrevocably  and  unconditionally  agree to
reimburse the Bank for such amount together with any and all reasonable  charges
and  expenses  which the Bank may pay or incur  relative to such  drawing.  Such
reimbursement  shall be due and payable on the  relevant LC Payment  Date or the
date on which the Bank  notifies  the  Borrowers of such  drawing,  whichever is
later;  provided that, if such notice is given after 12:00 noon (Boston time) on
the later of such dates, such reimbursement shall be due and payable on the next
following  Business  Day (the date on which it is due and  payable  being an "LC
REIMBURSEMENT DUE DATE").


                                      -13-
<PAGE>


         In  addition,  the  Borrowers  agree  to  pay,  on  the  applicable  LC
Reimbursement Due Date,  interest on each amount drawn under a Letter of Credit,
for each day from and  including  the date such amount is drawn to but excluding
such LC  Reimbursement  Due Date,  at a rate per annum  equal to the  Applicable
Margin  with  respect  to the LIBOR  Rate  Loans as in  effect on such day.  The
Borrowers  also  agree  to  pay,  on  demand,  interest  on any  overdue  amount
(including any overdue interest) payable under this subsection (f), for each day
from and  including  the date when such amount  becomes due to but excluding the
date such  amount is paid in full,  at a rate per annum  equal to the sum of the
Prime Rate for such day PLUS 2.0% (or,  if such rate is  unlawful,  the  highest
rate permitted under applicable law).

         (g) EXCULPATORY PROVISIONS. The obligations of the Borrowers under this
Section 3 shall be absolute and  unconditional  under any and all  circumstances
and  irrespective  of any setoff,  counterclaim  or defense to payment which the
Borrowers may have or have had against the Bank,  any  beneficiary of any Letter
of Credit or any other  person.  The  Borrowers  assume all risks of the acts or
omissions of any  beneficiary of any Letter of Credit with respect to the use of
such  Letter  of  Credit by such  beneficiary.  Neither  the Bank nor any of its
officers,  directors,  employees  and agents shall be  responsible  for, and the
obligations of the Borrowers to reimburse the Bank for drawings pursuant to this
Section 3 (other than obligations  resulting solely from the gross negligence or
willful misconduct of the Bank) shall not be excused or affected by, among other
things,  (i) the use  which  may be made of any  Letter of Credit or any acts or
omissions of any  beneficiary  or transferee in connection  therewith;  (ii) the
validity,  sufficiency or genuineness of documents presented under any Letter of
Credit or of any  endorsements  thereon,  even if such documents  should in fact
prove to be in any or all respects invalid, insufficient,  fraudulent or forged;
(iii) payment by the Bank against  presentation  of documents to it which do not
comply  with the terms of the  relevant  Letter of Credit;  or (iv) any  dispute
between or among the Borrowers,  any  beneficiary of any Letter of Credit or any
other person or any claims or defenses  whatsoever of the Borrowers or any other
person against any  beneficiary  of any Letter of Credit.  The Bank shall not be
liable for any error, omission, interruption or delay in transmission,  dispatch
or delivery of any message or advice,  however  transmitted,  in connection with
any Letter of Credit. Any action taken or omitted by the Bank in connection with
any  Letter of Credit and the  related  drafts and  documents,  if done  without
willful  misconduct or gross  negligence,  shall be binding on the Borrowers and
shall not place the Bank under any liability to the Borrowers.


         (h)  INDEMNIFICATION  BY  BORROWERS.  Each of the  Borrowers  agrees to
indemnify  and hold  harmless  the Bank  from and  against  any and all  claims,
damages, losses, liabilities,  costs or expenses (including, without limitation,
the reasonable fees and  disbursements of counsel) which the Bank may reasonably
incur (or which may be claimed  against  the Bank by any person  whatsoever)  by
reason of or in  connection  with any  execution and delivery or transfer of, or
payment or failure to pay under,  any Letter of Credit or any actual or proposed
use of any Letter of Credit;  provided that the Borrowers  shall not be required
to indemnify the Bank for any claims,  damages,  losses,  liabilities,  costs or
expenses  to the  extent,  but only to the  extent,  caused  by (i) the  willful
misconduct  or gross  negligence  of the Bank in  determining  whether a request
presented  under any Letter of Credit  issued by it  complied  with the terms of
such  Letter of Credit or (ii) the  Bank's  failure  to pay under any  Letter of
Credit issued by it after the presentation to it of a request strictly complying
with the  terms  and  conditions  of such  Letter  of  Credit.  Nothing  in this
subsection is intended to limit the obligations of the Borrowers under any other
provision of this Section 3.


                                      -14-
<PAGE>

         4. DEFINITIONS.  All defined terms used in this Agreement which are not
otherwise defined herein shall have the respective  meanings assigned to them in
the Loan  Documents.  For purposes of this Agreement and of the Loan  Documents,
the following additional definitions shall apply:



         (a) The term  "AFFILIATED  PERSON"  shall  mean any  person  or  entity
controlling, controlled by or under common control with any of the Borrowers.

         (b) The term  "ANTI-TERRORISM  ORDER"  shall mean  Executive  Order No.
13,224 66 Fed Reg. 49,079 (2001) issued by the President of the United States of
America  (Executive Order Blocking  Property and Prohibiting  Transactions  with
Persons Who Commit, Threaten to Commit, or Support Terrorism).

         (c) The term "APPLICABLE MARGIN" shall mean, for any Type of Loans, the
percentage determined in accordance with the following table:


<TABLE>
<CAPTION>

---------------------------- -------------------------- -------------------------- --------------------------
RATIO OF CONSOLIDATED        PRIME RATE LOANS           LIBOR RATE LOANS           COST OF FUNDS RATE LOANS
TOTAL FUNDED DEBT TO
CONSOLIDATED EBITDA
---------------------------- -------------------------- -------------------------- --------------------------
<S>                          <C>                        <C>                        <C>
Greater  than  1.5:1.0  but  0%                         2.25%                      2.25%
less   than  or   equal  to
2.0:1.0
---------------------------- -------------------------- -------------------------- --------------------------
Greater  than  1.0:1.0  but  0%                         1.75%                      1.75%
less   than  or   equal  to
1.5:1.0
---------------------------- -------------------------- -------------------------- --------------------------
Less   than  or   equal  to  0%                         1.25%                      1.25%
1.0:1.0
---------------------------- -------------------------- -------------------------- --------------------------
</TABLE>

For purposes of determining  the Applicable  Margin,  the Ratio of  Consolidated
Total Funded Debt to Consolidated  EBITDA (calculated for the period of four (4)
consecutive  fiscal quarters  ending on the date of calculation)  will be tested
quarterly,  commencing with the fiscal quarter of the Borrowers  ending June 30,
2005, based on the Compliance  Certificate  required to be delivered pursuant to
Section 6(d) hereof with  respect to such fiscal  quarter.  Notwithstanding  the
foregoing,  from the  Closing  Date  through  the date on which  the  Compliance
Certificate  for the fiscal  quarter  ending  June 30,  2005 is  required  to be
delivered  pursuant to Section 6(d), the Applicable  Margin shall be equal to 0%
for Prime Rate Loans and 2.25% for LIBOR Rate Loans and Cost of Funds Loans. For
purposes of determining the Applicable Margin, any interest rate change shall be
effective on the first (1st) Business Day of the fiscal month following delivery
of the Compliance  Certificate required to be delivered pursuant to Section 6(d)
hereof is delivered to the Bank, together with a notice to the Bank (which shall
be verified by the Bank) specifying any change in the Applicable  Margin, and if
the Borrowers have failed to deliver the Compliance  Certificate  required to be
delivered  pursuant to Section 6(d)  hereof,  the  Applicable  Margin that would
otherwise be in effect shall  automatically  be increased to the highest  margin
until such Compliance Certificate is delivered.

                                      -15-
<PAGE>

         (d) The term "BUSINESS DAY" shall mean:

                  (i) any day which is neither a Saturday  or Sunday nor a legal
holiday on which  commercial  banks are  authorized  or required to be closed in
Boston, Massachusetts;

                  (ii)  when  such  term is used to  describe  a day on  which a
borrowing, payment, prepaying, or repaying is to be made in respect of any LIBOR
Rate  Loan,  any day which is:  (i)  neither a  Saturday  or Sunday  nor a legal
holiday on which commercial banks are authorized or required to be closed in New
York City; and (ii) a London Banking Day; and

                  (iii)  when  such term is used to  describe  a day on which an
interest rate determination is to be made in respect of any LIBOR Rate Loan, any
day which is a London Banking Day.

         (e) The term  "CAPITAL  EXPENDITURE"  shall  mean any  payment  made or
required to be made,  directly or indirectly,  by any of the Borrowers or any of
their  subsidiaries  for the purpose of acquiring or constructing  fixed assets,
real property or equipment  which, in accordance with GAAP,  would be added as a
debit to the fixed asset account of the Borrowers or any of their  subsidiaries,
including,  without  limitation,  amounts paid or payable under any  conditional
sale or other title  retention  agreement  or under any lease or other  periodic
payment  agreement  which is of such a nature that  payment  obligations  of the
Borrowers  thereunder  would be required by GAAP to be capitalized  and shown as
liabilities  on the  consolidated  balance  sheet  of the  Borrowers  and  their
subsidiaries.

         (f) The  term  "CLOSING"  shall  mean a  closing  at which  the  Credit
Facility is to be entered into as reflected herein.

         (g) The term "CLOSING DATE" shall mean August 9, 2005.

         (h)  The  term  "CONSOLIDATED"  or  "CONSOLIDATED"   shall  mean,  with
reference  to any term defined  herein,  that term as applied to the accounts of
the Borrowers and their subsidiaries consolidated in accordance with GAAP.

                                      -16-
<PAGE>

         (i) The term "CONSOLIDATED ADJUSTED EBITDA" for any fiscal period shall
mean an amount equal to Consolidated EBITDA for such fiscal period MINUS the sum
of any amounts  attributable to any of the following for such fiscal period: (i)
income tax  expense,  (ii) cash  dividends  or  distributions  in respect of the
Borrowers'  capital  stock,  (iii)  payments by the  Borrowers in respect of any
repurchase,  redemption, conversion or other retirement of any of the Borrowers'
capital stock, and (iv) payments due by the Borrowers in respect of the deferred
purchase price of assets pursuant to acquisitions permitted by Sections 8(c) and
6(k)  hereunder,  all as  determined  in  accordance  with  GAAP  to the  extent
applicable.  For the  avoidance of  confusion,  whenever  Consolidated  Adjusted
EBITDA  is  calculated,  it  shall  be  calculated  for the  period  of four (4)
consecutive fiscal quarters ending on the date of such calculation.

         (j) The term "CONSOLIDATED  EBITDA" for any fiscal period shall mean an
amount equal to  Consolidated  Net Income for such fiscal  period,  PLUS, to the
extent deducted in determining  Consolidated  Net Income for such fiscal period,
interest  expense,  income tax expense,  depreciation  expense and  amortization
expense  incurred by the Borrowers  and their  subsidiaries,  on a  consolidated
basis,  for such fiscal period,  all as determined in accordance  with GAAP. For
purposes  of  determining   Consolidated  EBITDA  for  a  division  or  separate
operation,  there shall be taken into account all income and  expenses  properly
allocable  to  such  division  or  operation,   including   corporate  overhead,
administrative  costs,  taxes and  interest.  For the  avoidance  of  confusion,
whenever  Consolidated  EBITDA is  calculated,  it shall be  calculated  for the
period  of four  (4)  consecutive  fiscal  quarters  ending  on the date of such
calculation.

         (k) The term "CONSOLIDATED NET INCOME" for any fiscal period shall mean
the net income or net loss,  after deduction of or credit for applicable  income
taxes, of the Borrowers and their  subsidiaries,  as such net income or net loss
would be set forth on a  consolidated  income  statement  for such fiscal period
prepared in  accordance  with GAAP;  PROVIDED  that there shall be excluded  any
items of gain which (i) are not  ordinary by GAAP  definition  or (ii) are not a
result of ordinary operations, as determined in the Bank's sole discretion.

         (l) The term  "CONSOLIDATED  NET WORTH" on any date shall mean, for the
Borrowers and their subsidiaries on a consolidated basis,  Shareholders'  Equity
on such date.

         (m) The term  "CONSOLIDATED  TOTAL FUNDED  DEBT" shall mean,  as of any
date  of  determination,   for  the  Borrowers  and  their   subsidiaries  on  a
consolidated basis, (i) all outstanding Indebtedness, current or funded, secured
or unsecured,  incurred in connection with borrowings or the making available of
credit or funds, (ii) all Indebtedness issued, incurred or assumed in respect of
the purchase price of property,  except for trade accounts  payable  incurred in
the ordinary course of the Borrowers' or their subsidiaries' business consistent
with the policies of the Borrowers or their  subsidiaries  on which  interest is
not being accrued and which are payable  within 90 days of the statement date of
such trade accounts payable,  and which have not been outstanding longer than 90
days  from  the  statement  date of  such  trade  accounts  payable,  (iii)  all
capitalized  lease  obligations  (as  defined  by  GAAP),  and (iv)  all  direct
obligations  arising under letters of credit (including standby and commercial),
bankers' acceptances, bank guaranties, surety bonds and similar instruments.


                                      -17-
<PAGE>

         (n) The term "COST OF FUNDS  RATE" means the per annum rate of interest
which Bank is required to pay, or is offering to pay, for wholesale  liabilities
of like tenor,  adjusted for reserve requirements and such other requirements as
may be imposed by federal, state or local government and regulatory agencies, as
determined by Bank.

         (o) The term "DEFAULT" shall mean any condition or event that, with the
giving of notice  or lapse of time,  or both,  would,  unless  cured or  waived,
become an Event of Default.

         (p) The term "FIXED CHARGE  COVERAGE RATIO" shall mean as of the end of
any fiscal quarter of the Borrowers the ratio of (x) Consolidated EBITDA for the
period of four  consecutive  fiscal  quarters  ending with such fiscal  quarter,
determined in accordance  with GAAP, to (y) the sum of (A) the aggregate  amount
of  principal  payments  of  Indebtedness  of the  Borrowers  or  any  of  their
subsidiaries  scheduled  to have  been  made  during  such  period  PLUS (B) the
aggregate  amount  of  interest  expense  of  the  Borrowers  or  any  of  their
subsidiaries for such period.

         (q) The term "FIXED RATE" shall mean the rate of interest quoted by the
Bank from time to time in Boston as its "fixed rate",  which is not  necessarily
the Bank's lowest rate of interest.


         (r) The term "GAAP" shall mean generally accepted accounting principles
in the United States of America as in effect from time to time.

         (s) The term "HEDGING  OBLIGATION"  shall mean all  liabilities  of the
Borrowers  to the  Bank  under  interest  rate  swap  agreements  or  any  other
agreements  or   arrangements   designed  to  protect  the   Borrowers   against
fluctuations in interest rates or currency exchange rates.

         (t) The term "INDEBTEDNESS" shall mean, with respect to any person, (i)
all  indebtedness or other  obligations of such person for borrowed money or for
the deferred  purchase price of property or services,  (ii) all  indebtedness or
other  obligations  of any other person for  borrowed  money or for the deferred
purchase  price of  property  or  services  in respect  of which such  person is
liable,  contingently  or  otherwise,  to pay or advance  money or  property  as
guarantor,  endorser or  otherwise  (except as endorser  for  collection  in the
ordinary  course of  business),  or which such  person has agreed to purchase or
otherwise  acquire,  and (iii) all lease  obligations  of such person  which are
required, in accordance with GAAP, to be capitalized on the books of the lessee.

         (u) The term "INSOLVENT"  shall mean, with respect to any person,  when
any of the  following  events  shall have  occurred  in respect of such  person:
death,  dissolution,  termination of existence,  business  failure,  insolvency,
appointment of a receiver for any part of the property of, an assignment for the
benefit  of  creditors  by,  or a  commencement  of any  proceedings  under  any
bankruptcy  or  insolvency  law or any law  relating  to the relief of  debtors,
readjustment  of  indebtedness,  reorganization,  composition or extension by or
against, such person.


                                      -18-
<PAGE>

         (v) The term  "INTEREST  PERIOD"  shall mean,  with  respect to any (1)
LIBOR Rate Loan:

                           (i)   initially,   the  period   beginning   on  (and
including)  the date on which such LIBOR Rate Loan is made or  continued  as, or
converted  into, a LIBOR Rate Loan pursuant to Section 2(e) or Section  2(f)(ii)
and ending on (but excluding) the day which numerically corresponds to such date
30, 60, 90, or 180 days thereafter,  in each case as the Borrowers may select in
their notice pursuant to Section 2(d) or Section 2(f)(ii); and

                           (ii) thereafter,  each period  commencing on the last
day of the next preceding Interest Period applicable to such LIBOR Rate Loan and
ending 30, 60, 90, or 180 days  thereafter,  as  selected  by the  Borrowers  by
irrevocable  notice to the Bank not less than two (2) Business Days prior to the
last day of the then current Interest Period with respect thereto;

PROVIDED, HOWEVER, that:
--------  -------

                                   (A) the  Borrowers  shall not be permitted to
select  Interest  Periods to be in effect at any one time which have  expiration
dates occurring on more than five (5) different dates;

                                   (B) Interest  Periods  commencing on the same
date for  LIBOR  Rate  Loans  comprising  part of the same  advance  under  this
Agreement shall be of the same duration;

                                   (C) Interest  Periods for LIBOR Rate Loans in
connection with which the Borrowers have entered into a Hedging  Obligation with
the Bank shall be of the same  duration as the  relevant  periods set under such
Hedging Obligation;

                                   (D) if such Interest  Period would  otherwise
end on a day which is not a Business Day, such Interest  Period shall end on the
next following Business Day unless such day falls in the next calendar month, in
which case such Interest Period shall end on the first preceding Business Day;

                                   (E) no Interest Period may end later than the
Termination Date; and

                                   (F) no Interest Period may be selected when a
Default or an Event of Default has occurred and is continuing;


                                      -19-
<PAGE>

         (2) with respect to any Cost of Funds Rate Loan:

                           (i)   initially,   the  period   beginning   on  (and
including)  the date on which such Cost of Funds Rate Loan is made or  continued
as, or  converted  into,  a Cost of Funds Rate Loan  pursuant to Section 2(e) or
Section  2(f)(ii) and ending on (but excluding) the day that is seven (7), 14 or
30 days  thereafter (or, if such day is not a Business Day, such Interest Period
shall end on the next  following  Business Day unless such day falls in the next
calendar  month,  in which  case  such  Interest  Period  shall end on the first
preceding  Business  Day),  in each case as the  Borrowers  may  select in their
notice pursuant to Section 2(e) or Section 2(f)(ii); and

                           (ii) thereafter,  each period  commencing on the last
day of the next preceding  Interest Period applicable to such Cost of Funds Rate
Loan  and  ending  seven  (7),  14 or 30 days  thereafter,  as  selected  by the
Borrowers by irrevocable  notice to the Bank not less than two (2) Business Days
prior to the last day of the then current Interest Period with respect thereto.

         (3) with respect to any Fixed Rate Loan:

                           (i) the period  beginning on (and including) the date
on which  such  Fixed Rate Loan is made,  or  converted  into a Fixed Rate Loan,
pursuant  to  Section  2(e) and  ending on the date  specified  in the Notice of
Borrowing.

         (w) The term  "INTEREST  PAYMENT DATE" shall mean,  with respect to (1)
any LIBOR  Rate  Loan  having an  Interest  Period of 90 days or less,  the last
Business Day of such  Interest  Period,  and as to any LIBOR Rate Loan having an
Interest  Period  longer than 90 days,  each Business Day which is 90 days, or a
whole multiple thereof, after the first day of such Interest Period and the last
day of such Interest  Period,  and (2) any Cost of Funds Rate Loan or Fixed Rate
Loan, the last Business Day of the Interest Period applicable thereto.

         (x) The term "LC EXPOSURE"  shall mean, at any time,  the sum,  without
duplication,  of (i) the  aggregate  amount that is (or may  thereafter  become)
available for drawing under all Letters of Credit  outstanding at such time PLUS
(ii) the aggregate  unpaid amount of all LC  Reimbursement  Obligations  at such
time.

         (y) The term "LC  REIMBURSEMENT  OBLIGATIONS"  shall mean, at any time,
all  obligations  of the Borrowers to reimburse the Bank for amounts paid by the
Bank in respect of drawings under Letters of Credit.

         (z) The term  "LETTER OF CREDIT"  shall have the  meaning  set forth in
Section 3(a) hereof.

         (aa) The term "LIBOR  RATE" shall mean,  with  respect to any  Interest
Period for any LIBOR Rate Loan, the offered rate for deposits of U.S. Dollars in
an amount approximately equal to the amount of the requested LIBOR Rate Loan for
a term  coextensive  with the  designated  Interest  Period  which  the  British
Bankers'  Association  fixes as its LIBOR rate and which appears on the Telerate
Page  3750 as of 11:00  a.m.  London  time on the day  which  is two (2)  London
Banking Days prior to the beginning of such Interest Period.


                                      -20-
<PAGE>

         (bb) The term "LIBOR  LENDING  RATE"  means,  with respect to any LIBOR
Rate Loan to be made,  continued or  maintained  as, or converted  into, a LIBOR
Rate Loan for any Interest  Period,  a rate per annum for such  Interest  Period
determined  pursuant to the following  formula:

                  LIBOR Lending Rate =    LIBOR RATE
                                         ------------------------------------
                                         (1.00 - LIBOR Reserve Percentage)


         (cc) The term "LIBOR RESERVE  PERCENTAGE"  shall mean,  with respect to
any day of any  Interest  Period for LIBOR Rate  Loans,  the  maximum  aggregate
(without  duplication) of the rates (expressed as a decimal fraction) of reserve
requirements (including all basic, emergency,  supplemental,  marginal and other
reserves and taking into account any transitional adjustments or other scheduled
changes in reserve requirements) under any regulations of the Board of Governors
of the Federal  Reserve  System (the  "Board") or other  governmental  authority
having  jurisdiction  with respect  thereto as issued from time to time and then
applicable to assets or liabilities consisting of "Eurocurrency Liabilities," as
currently  defined in  Regulation  D of the Board,  having a term  approximately
equal or comparable to such Interest Period.

         (dd) The  term  "LINES  OF  CREDIT  TERMINATION  DATE"  shall  mean the
maturity date of the Lines of Credit,  June 30, 2007.


         (ee) The term "LOAN"  shall mean an  extension of credit by the Bank to
the Borrowers,  in the form of an advance under either of the Lines of Credit, a
Letter of Credit issued under the First Line of Credit, or the Term Loan.

         (ff) The term "LOAN DOCUMENTS" shall mean (i) this Agreement, including
the Exhibits and  Schedules  attached  hereto,  the Amended and Restated Line of
Credit Notes and the Term Note,  (ii) any  agreement or  agreements  between the
Borrowers and the Bank which give rise to any Hedging  Obligations and (iii) all
other agreements,  documents and instruments  relating to, arising out of, or in
any way connected with any of the foregoing  referred to in clauses (i) and (ii)
above.

         (gg) The term "LONDON  BANKING DAY" shall mean a day on which  dealings
in U.S. Dollar deposits are transacted in the London interbank market.

         (hh) The term  "NOTES"  shall  refer  to,  together,  the  Amended  and
Restated  First Line of Credit  Note,  the Amended and  Restated  Second Line of
Credit Note, and the Term Note.

         (ii) The term  "PATRIOT ACT" shall mean Public Law 107-56 of the United
States of America,  United and  Strengthening  America by Providing  Appropriate
Tools  Required to  Intercept  and Obstruct  Terrorism  (USA PATRIOT Act) Act of
2001.

         (jj) The term  "PAYMENT  DATE" shall mean the last Business Day of each
April, July, October and January from and after the Closing Date.


                                      -21-
<PAGE>

         (kk) The term "PRIME  RATE"  shall mean the rate of interest  quoted by
the  Bank  from  time  to time in  Boston  as its  "Prime  Rate,"  which  is not
necessarily the Bank's lowest rate of interest.

         (ll)  The  term   "SHAREHOLDERS'   EQUITY"   on  any  date  shall  mean
stockholders' equity determined in accordance with GAAP.

         (mm) The term "TERM LOAN TERMINATION DATE" shall mean the maturity date
of the Term Loan, August 9, 2005.

         (nn) The term "TERMINATION DATE" shall mean, as applicable, each of the
Lines of Credit Termination Date and the Term Loan Termination Date.

5. REPRESENTATIONS AND WARRANTIES. The Borrowers jointly and severally represent
and warrant as follows (with the following  representations and warranties being
deemed to apply to each subsidiary of a Borrower on the same basis as which such
representations and warranties expressly apply to such Borrower):



         (a)  ORGANIZATION.   Each  of  the  Borrowers  is  a  corporation  duly
organized,  validly  existing  and  in  good  standing  under  the  laws  of its
jurisdiction  of  organization;  is duly  qualified  to do business  and in good
standing  in each  jurisdiction  in the  United  States of  America  where  such
qualification is required,  except those  jurisdictions  where the failure to so
qualify  will not have a material  adverse  effect on the  Borrowers'  business,
prospects or financial condition,  taken as a whole (a list of the jurisdictions
where the Borrowers  are so qualified  being set forth on Schedule 5(a) hereto);
and has all requisite  corporate  power and authority to conduct its business as
presently  being conducted and as proposed to be conducted after the Closing and
to own its properties  now and after the Closing;  and each of the Borrowers has
all  requisite  corporate  power and  authority to execute and  deliver,  and to
perform  all of its  obligations  under,  this  Agreement  and  the  other  Loan
Documents.


         (b) AUTHORITY.  The execution,  delivery and performance by each of the
Borrowers of this  Agreement and the other Loan Documents to which it is a party
have  been  duly  authorized  by  all  necessary  corporate  action  and  do not
contravene  any provision of any of the  Borrower's  charter or by-laws;  do not
require any  consents or approvals  which have not been  obtained (a list of any
required  consents and approvals is set forth on Schedule  5(b) hereto);  do not
violate  any  provision  of any  law,  rule  or  regulation  (including  without
limitation  Regulations  T, U and X of the  Board of  Governors  of the  Federal
Reserve System) or any  determination  or award; do not and will not result in a
breach or constitute a default under any agreement to which any of the Borrowers
is a party or by which its properties are bound, including,  without limitation,
any indenture, loan or credit agreement,  lease, debt instrument or mortgage; or
result in or require the creation or imposition of any mortgage,  deed of trust,
pledge,  lien,  security  interest or other charge or  encumbrance of any nature
upon  or with  respect  to any of the  Borrowers'  properties;  and  none of the
Borrowers is in material default under any law, rule or regulation, order, writ,
judgment,  injunction,  decree, determination,  award, indenture, loan or credit
agreement,  lease,  debt instrument or mortgage referred to above or will not be
in any such material default by virtue of the transactions to be entered into at
the Closing.


                                      -22-
<PAGE>

         (c) APPROVALS;  COMPLIANCE  WITH STATUTES,  ETC. (i) No  authorization,
consent,  approval,  license or exemption of, or filing a registration with, any
court or  governmental  department  or  commission,  board,  bureau,  agency  or
instrumentality,  domestic or  foreign,  is or will be  necessary  for the valid
execution,  delivery or  performance  by each of the Borrowers of this Agreement
and the other Loan  Documents to which it is a party,  other than filings  which
have already been made and approvals which have already been received, a list of
which is set forth on Schedule 5(c) hereto.  Each of the Borrowers is the lawful
holder of all licenses,  permits,  certificates and governmental  authorizations
required for the conduct of its  business,  except where the failure to hold any
such licenses, permits,  certificates or authorizations,  individually or in the
aggregate, would not have a material adverse effect on the business,  prospects,
property or financial  condition of any of the Borrowers and their subsidiaries,
taken  as a  whole.  No such  material  license,  permit,  certificate  or other
governmental  authorization has been revoked,  cancelled,  rescinded,  modified,
denied or lost and not reissued or reinstated, and none of the Borrowers has any
reason to believe that any such material license,  permit,  certificate or other
governmental authorization will be revoked,  cancelled,  rescinded,  modified or
lost.


                  (ii)  Each  of  the  Borrowers  and  each  of  the  Borrowers'
subsidiaries  is in  compliance  with  all  applicable  laws,  statutes,  rules,
regulations  and orders  of, and all  applicable  restrictions  imposed  by, all
governmental  bodies,  domestic  or  foreign,  in respect of the  conduct of its
business and the ownership of its property,  except for such  non-compliances as
could not  reasonably  be  expected  to have a  material  adverse  effect on the
Borrowers  and  their  business,  taken as a whole.  Without  limitation  of the
foregoing, each of the Borrowers and each of their subsidiaries is in compliance
with,  and neither the  entering  into of the Loan  Documents  or the use of the
proceeds of the Loans will  violate:  any law,  rule or  regulation  relating to
anti-terrorism  or money  laundering,  including the  Anti-Terrorism  Order, the
Patriot Act,  the Trading with the Enemy Act, as amended,  or any of the foreign
assets  control  regulations of the United States  Treasury  Department (31 CFR,
Subtitle B,  Chapter V, as amended) or any  enabling  legislation  or  executive
order relating thereto.

         (d) VALID  OBLIGATIONS.  This Agreement and the other Loan Documents to
which each of the  Borrowers is a party have been duly executed and delivered by
each of the Borrowers and  constitute  legal,  valid and binding  obligations of
each of the Borrowers, enforceable in accordance with their respective terms.


                                      -23-
<PAGE>

         (e) ASSETS. Except as noted on Schedule 5(e), each of the Borrowers has
good and clear  marketable,  record and insurable title to all of its assets and
properties,  in  each  case  subject  to  no  mortgage,   pledge,  lien,  lease,
encumbrance, charge, easement, restriction or encroachment.


         (f)  AGREEMENTS.  None of the  Borrowers  is in  default  under or with
respect to any contractual  obligation in any respect which could  reasonably be
expected  to be  materially  adverse to the  business,  operations,  property or
financial condition of the Borrowers and their  subsidiaries,  taken as a whole,
or which could  materially  adversely affect the ability of any of the Borrowers
to  perform  its  obligations  under  this  Agreement  or any of the other  Loan
Documents.


         (g)  INSURANCE.  Attached  hereto as  Schedule  5(g) is a complete  and
accurate  list of all insurance  policies of each of the Borrowers  covering its
properties  and  assets  as of  the  date  hereof.  Each  of the  Borrowers  has
previously  delivered  or, at the  request  of the Bank,  shall  deliver  on the
Closing Date complete and accurate  copies of all insurance  policies  listed on
Schedule 5(g). Upon issuance of any insurance  policy listed on Schedule 5(g) as
applied for, each of the Borrowers shall deliver,  at the request of the Bank, a
complete and accurate copy of such policy to the Bank; provided,  however,  that
any policy so listed shall be delivered to the Bank within 60 days following the
Closing Date.  Except  policies  listed as applied for, all  insurance  policies
listed on Schedule  5(g) are in full force and  effect,  with the  premiums  due
thereon  paid,  and each of the  Borrowers is not in default with respect to any
such policy.  In addition,  all such policies satisfy the requirements set forth
in Section 6(l) hereof.


         (h) LITIGATION AND OTHER  PROCEEDINGS.  Except as set forth on Schedule
5(h) hereto,  there are no actions,  suits or proceedings  pending or threatened
against any of the Borrowers  before any court or any  governmental  department,
commission,  board, bureau, agency or instrumentality,  and none of the actions,
suits or proceedings  listed on Schedule 5(h) could reasonably be expected to be
materially adverse,  either  individually or in the aggregate,  to the business,
properties,  financial  condition or prospects of any of the Borrowers and their
subsidiaries, taken as a whole.


         (i) LABOR MATTERS. Except as set forth on Schedule 5(i) hereto, none of
the Borrowers is a party to any collective  bargaining or similar  agreement and
each of the Borrowers has complied in all material  respects with all applicable
state and federal laws respecting employment and employment practices, terms and
conditions of  employment,  wages and hours and other laws related to employment
of employees of any such Borrower or its agents, and there are no arrears in the
payment of wages,  withholding or social security taxes,  unemployment insurance
premiums or other similar  obligations of any of the Borrowers other than in the
ordinary course of business.


                                      -24-
<PAGE>

         (j)  ERISA.  No  "prohibited   transaction"  or  "accumulated   funding
deficiency"  or  "reportable  event" has  occurred  with  respect to any "single
employer  plan" of any of the Borrowers  that could subject any of the Borrowers
to a tax,  penalty  or  liability  in an amount in excess of  $500,000  per such
occurrence.  None of the Borrowers,  any  predecessor to any of the Borrowers or
any  "commonly  controlled  entity" has ever been  included in a  "multiemployer
plan" as to which any of the Borrowers or any "commonly controlled entity" would
have liability if any of the Borrowers or any "commonly  controlled entity" were
to  withdraw  therefrom  (as each of the quoted  terms is defined or used in the
Employee  Retirement Income Security Act of 1974, as amended ("ERISA"),  and the
Internal Revenue Code of 1986, as amended (the "CODE")).


         (k)  FINANCIAL  STATEMENTS.  Dentex  has  delivered  to  the  Bank  (i)
consolidated   financial  statements  of  such  Borrower  and  its  consolidated
subsidiaries,  including  consolidated balance sheets,  statements of income and
retained earnings and statements of changes in financial position (collectively,
the "2004 FINANCIAL  STATEMENTS") for and as of the end of the fiscal year ended
December 31, 2004, and (ii) unaudited consolidated balance sheets and statements
of income of Dentex and its  consolidated  subsidiaries for and as of the end of
the fiscal  quarter ended March 31, 2005  (collectively,  together with the 2004
Financial Statements, the "FINANCIAL STATEMENTS"). The 2004 Financial Statements
have been audited by  PriceWaterhouseCooper,  certified public accountants.  The
Financial  Statements  present fairly in all material  respects the consolidated
financial  condition and  performance  and results of operation of the Borrowers
and  their  consolidated  subsidiaries  for  and  as of the  end of the  periods
presented, in accordance with GAAP consistently applied (subject, in the case of
the unaudited Financial Statements, to normal year-end audit adjustments and the
omission of footnotes).  Since  December 31, 2004,  (i) the physical  assets and
properties owned or leased by the Borrowers and their  subsidiaries,  taken as a
whole,  have not suffered  any material  destruction  or damage,  regardless  of
whether or not any such loss was insured,  (ii) neither any of the Borrowers nor
any of their  subsidiaries has incurred any Indebtedness or liabilities,  fixed,
contingent  or  otherwise,  other than in the ordinary  course of business,  and
(iii) there has not been a material adverse change in the business or operations
of the Borrowers and their subsidiaries, taken as a whole.


         (l)  PROJECTIONS.  Dentex has  delivered to the Bank certain  unaudited
projections of Dentex and its  subsidiaries on a consolidated  basis,  including
projected balance sheets,  projected results of operations,  including projected
profit and loss statements,  and projected cash flow statements,  each as of the
end of each fiscal year through  December 31, 2010.  The  projections  have been
prepared in  accordance  with GAAP  consistently  applied with those used in the
preparation of the Financial  Statements  (subject to the addition of notes and,
in the case of interim  projections,  to recurring  year-end  adjustments).  The
financial projections have been prepared using assumptions which Dentex believes
in good faith to be  reasonable,  having a reasonable  factual  basis;  and such
financial  projections  represent the good faith  judgment of the  management of
Dentex as to the  future  financial  results  and  condition  of Dentex  and its
subsidiaries.


                                      -25-
<PAGE>

         (m) TAXES.  Except as set forth on Schedule 5(m), each of the Borrowers
has filed all federal and state tax returns  which are  required to be filed and
has paid all taxes shown on such returns and on all assessments  received by it,
to the extent  that such taxes have  become  due.  All of such tax  returns  are
accurate  and  complete.  All other  taxes and  assessments  of any nature  with
respect to which any of the Borrowers is obligated and which have become due are
being paid or adequate accruals have been set up therefor.


         (n)  INVESTMENTS.  Except as set forth on Schedule 5(n), and except for
subsidiaries  of any of the  Borrowers  acquired  by such  Borrower  pursuant to
acquisitions that either (i) are funded by one or more advances under the Second
Line of Credit  pursuant to Section 8 hereof or (ii) are permitted under Section
6(k) hereof,  none of the Borrowers  own any  securities or other equity or debt
interests in any corporation,  partnership or other business entity.  All of the
Affiliated Persons of each of the Borrowers are set forth on Schedule 5(n).


         (o)  INVESTMENT  COMPANY.  None  of  the  Borrowers  is an  "investment
company" or a company  "controlled"  by an "investment  company" (as each of the
quoted  terms is  defined  or used in the  Investment  Company  Act of 1940,  as
amended).


         (p)  EQUITY   STRUCTURE.   The  equity  structure  of  Dentex  and  its
subsidiaries,  including each class of their capital stock and other securities,
is set forth on Schedule 5(p). Each of Dentex's  subsidiaries  is  wholly-owned,
directly or indirectly through one or more subsidiaries, by Dentex.


         (q) CONSOLIDATED TOTAL FUNDED DEBT. Attached as Schedule 5(q) hereto is
a list of the Consolidated  Total Funded Debt,  indicating,  as applicable,  the
original  principal  amount of each  borrowing or debt,  the current  amount due
thereon,  the terms and  schedule  for  payments  in  respect  thereof,  and the
security, if any, given therefor or in connection  therewith.  Other than as set
forth on Schedule 5(q) hereto,  none of such  Consolidated  Total Funded Debt is
secured by any lien, encumbrance,  mortgage,  pledge, or security interest given
by any of the Borrowers or any of their subsidiaries.


         (r) PATENTS, COPYRIGHTS AND TRADEMARKS. Except as set forth on Schedule
5(r), none of the Borrowers own any trademarks,  copyrights or patents which are
material in the ordinary  course of business as each of the Borrowers'  business
is currently  conducted or as such business is  contemplated  to be conducted in
the future.


                                      -26-
<PAGE>

         (s) REPRESENTATIONS ACCURATE. No representation or warranty made by any
of the Borrowers  herein, in any other Loan Document or in any other certificate
furnished from time to time in connection herewith or therewith contains or will
contain any  misrepresentation of a material fact or omits or will omit to state
any material fact necessary to make the statements herein or therein (taken as a
whole in conjunction with all such documents) not misleading when made. There is
no condition  specific to the business of any of the Borrowers which  materially
adversely affects, or which would in the future materially adversely affect, the
business,  operations,  property or financial  condition of any of the Borrowers
and their subsidiaries, taken as a whole.

         6.  COVENANTS.  Each of the  Borrowers  incorporates  herein all of the
affirmative and negative  covenants  contained in the other Loan  Documents.  In
addition,  each of the Borrowers represents,  warrants,  covenants and agrees as
follows (and shall cause each of its  subsidiaries  to comply with the following
representations, warranties, covenants and agreements on the same basis as which
such  representations,  warranties,  covenants and agreements expressly apply to
each of the Borrowers):



         (a) PAYMENTS Each Borrower shall duly and punctually  make, or cause to
be made, the payments  required under this  Agreement,  the Amended and Restated
Line of Credit Notes and the Term Note and shall  perform and observe all of its
other obligations under the Loan Documents.

         (b) INTENTIONALLY OMITTED.


         (c) FINANCIAL REPORT.  Dentex shall furnish,  or cause to be furnished,
to the Bank:


                  (i) as soon as  available,  but in any event  within  120 days
after the end of each fiscal year of Dentex, a copy of the audited  consolidated
balance sheet of Dentex and its consolidated  subsidiaries as at the end of such
fiscal  year  and  the  related  audited  consolidated   statements  of  income,
stockholders'  equity and changes in financial position for such fiscal year, in
each case setting forth in  comparative  form the figures for the previous year,
reported on without a "going  concern" or like  qualification  or  exception  or
qualification  as to the scope of the audit,  by  independent  certified  public
accountants  of nationally  recognized  standing,  together with any letter from
Dentex's management prepared in connection with Dentex's annual audit report;

                  (ii) as soon as  available,  but in any  event  within 60 days
after the end of each fiscal  quarter end in each fiscal year of Dentex,  copies
of the  unaudited  consolidated  balance  sheets of Dentex and its  consolidated
subsidiaries as at the end of such quarterly  period,  together with the related
unaudited  consolidated  statements of income for such quarterly  period and for
the portion of the fiscal year of Dentex through such quarterly  period, in each
case certified by the Chief Financial  Officer of Dentex as presenting fairly in
all material  respects the  financial  condition  and results of  operations  of
Dentex and its  consolidated  subsidiaries,  in conformity with GAAP (subject to
normal year-end audit adjustments and to the fact that such financial statements
may be condensed and may not include footnotes);  all such financial  statements
to be complete and correct in all material  respects and prepared in  reasonable
detail and in conformity with GAAP applied  consistently  throughout the periods
reflected therein; and

                                      -27-
<PAGE>

                  (iii) as soon as available,  but in any event not less than 14
days prior to the end of each fiscal year of Dentex, a projected  balance sheet,
projected cash flow statement  (including  proposed  Capital  Expenditures)  and
projected profit and loss statement of Dentex and its consolidated  subsidiaries
for the  forthcoming  fiscal year,  in all cases  setting  forth such  financial
information  on a fiscal  quarter by fiscal  quarter basis for such  forthcoming
fiscal year;  PROVIDED THAT, in the event Dentex shall begin,  after the Closing
Date,  to prepare such  projections  for a period  greater than the  forthcoming
fiscal year, Dentex shall furnish the same to Bank pursuant to the terms of this
Section 6(c)(iii).

         (d) OTHER  FINANCIAL  REPORTS Dentex will also furnish,  or cause to be
furnished, to the Bank:


                  (i)  concurrently  with  the  delivery  of  each  set  of  the
financial  statements  referred to in paragraphs (i) and (ii) of Section 6(c), a
certificate of the President and Chief  Financial  Officer of Dentex in the form
of EXHIBIT D attached hereto (a "COMPLIANCE  CERTIFICATE")  (i) stating that, to
the best of such person's  knowledge,  during the period  covered by such set of
financial  statements,  the Borrowers have observed or performed in all respects
all of its covenants and other agreements and satisfied in all material respects
every  condition  contained in this Agreement and the other Loan Documents to be
observed,  performed or satisfied by it, and that,  to the best of such person's
knowledge,  no Default or Event of Default  exists  (except as specified in such
certificate),  (ii) showing in detail the calculations supporting such statement
in respect of the  covenants  set forth in Sections  6(s) through 6(u) and (iii)
stating that such financial  statements  present fairly in all material respects
the financial condition and results of operations of Dentex and its consolidated
subsidiaries,  in  conformity  with GAAP  (subject,  with  respect to  quarterly
financial statements,  to normal year-end audit adjustments and to the fact that
such financial statements may be condensed and may not include footnotes);

                  (ii) promptly after the same are sent and received,  copies of
all financial  statements,  reports and notices which Dentex sends to holders of
all  classes  of  capital  stock of Dentex or which  Dentex  receives  from such
holders;

                  (iii)   promptly,   such   additional   financial   and  other
information as the Bank may from time to time reasonably request; and


                                      -28-
<PAGE>

                  (iv) as  soon  as  available,  a copy  of  each  other  report
submitted to such Borrower by its  certified  public  accountants  in connection
with any  annual,  interim  or  special  audit made by them of the books of such
Borrower.

         (e) MAINTAIN RIGHTS Each Borrower shall:


                  (i) keep in full force and effect its corporate  existence and
all material rights, licenses, leases and franchises reasonably necessary to the
conduct of its business;

                  (ii) duly  observe  and  conform  to all  applicable  material
requirements  of all  governmental  authorities in any way relating to it or the
conduct of its business,  all applicable material laws and regulations  wherever
its business is conducted, and all applicable decrees, orders and judgments;

                  (iii) perform or comply with the terms and  conditions of each
material  contract,  agreement  or  obligation  to which it is a party,  and the
provisions of its charter documents;

                  (iv) keep true records and books of account;

                  (v)  not  engage  in  any  business   other  than  the  dental
laboratory business in which it is now engaged and businesses reasonably related
thereto;

                  (vi) not  establish any  subsidiaries,  other than pursuant to
acquisitions that either (A) are funded by one or more advances under the Second
Line of Credit pursuant to Section 8 hereof,  or (B) are permitted under Section
6(k) hereunder. All subsidiaries established or acquired by such Borrower or any
of its subsidiaries shall be wholly-owned, either directly or indirectly through
one or more other subsidiaries,  by such Borrower.  If such subsidiaries are not
consolidated or merged with such Borrower within 45 days of their acquisition or
establishment,  then any such subsidiaries  shall become a borrower or guarantor
hereunder,  at the  Bank's  sole  discretion.  Upon  forming  or  acquiring  any
subsidiary,  at the Bank's  discretion  such  subsidiary and such Borrower shall
execute and  deliver to the Bank (a) a joinder  agreement  substantially  in the
form of EXHIBIT E attached hereto and the documents  referred to therein and (b)
such other documents  reasonably requested by the Bank consistent with the terms
of this Agreement which provide that such  subsidiary  shall become bound by all
of the terms,  covenants and agreements  contained in the Loan  Documents.  Upon
satisfaction of the conditions set forth in this Section 6(e), each newly-formed
or acquired  subsidiary shall become a Borrower or guarantor hereunder and under
the other Loan  Documents  to the same extent as if such  subsidiary  had been a
party hereto and thereto on the Closing Date; and


                                      -29-
<PAGE>

                  (vii) (A) with respect to Dentex, maintain its chief executive
office at 526 Boston Post Road,  Wayland,  MA 01778,  (B) with respect to Green,
maintain  its  chief  executive  office at 1099  Wilburn  Road,  Heber  Springs,
Arkansas  72543 or at such other  place in the United  States of America as such
Borrower  shall  designate  upon  written  notice  to the Bank,  where  notices,
presentations  and  demands  to or upon such  Borrower  in  respect  of the Loan
Documents may be given or made.


         (f) NO  TRANSFERS.  otherwise  dispose of any assets  necessary for the
effective or efficient  operation or proper maintenance of its business,  except
for (i) sales of obsolete equipment in the ordinary course of business, and (ii)
sales of equipment in the ordinary  course of business not to exceed  $50,000 in
any fiscal year.


         (g) NO MERGERS.  of merger or consolidation,  or liquidate,  wind up or
dissolve itself (or suffer any  liquidation or  dissolution),  or convey,  sell,
lease,  transfer  or  otherwise  dispose of, in one  transaction  or a series of
transactions,  all or any material part of its business, property or tangible or
intangible  assets,  whether now owned or  hereafter  acquired,  or acquire,  by
purchase or otherwise,  all or  substantially  all of the business,  property or
fixed  assets of, or stock or other  evidence of  beneficial  ownership  of, any
person or entity  other than  pursuant to (i)  acquisitions  that either (A) are
funded by one or more advances under a Second Line of Credit pursuant to Section
8 hereof,  or (B) are permitted  under Section 6(k) hereunder or (ii) so long as
no Default has occurred and is  continuing  both before and after giving  effect
thereto,  mergers  between any  subsidiary of any of the Borrowers with and into
any of the Borrowers or any other  subsidiary of any of the Borrowers,  provided
that if any Borrower is a  constituent  party to any such merger it shall be the
surviving corporation of such merger.


         (h) PAYMENT OF TAXES. discharge all taxes, assessments and governmental
charges  or  levies  imposed  upon it or upon its  income  or profit or upon any
property, real, personal or mixed, belonging to it; provided, however, that such
Borrower shall not be required to pay any such tax,  assessment,  charge or levy
if the same shall not at the time be due and  payable or can be paid  thereafter
without penalty or if the validity  thereof shall currently be contested in good
faith by appropriate  proceedings  and if such Borrower shall have made adequate
provision on its books for the payment of such tax, assessment,  charge or levy;
and provided  further,  that such tax or other sum shall be paid before it gives
rise to a lien against the property of such Borrower.


         (i)  GUARANTIES.  None of the  Borrowers  shall  become or be liable in
respect  of  any  guaranty,   except  for  guaranties  in  conjunction  with  an
acquisition  that  either (i) is funded by an advance  under the Second  Line of
Credit  pursuant to Section 8 hereof or (ii) is  permitted  under  Section  6(k)
hereunder,  and endorsements by such Borrower in the ordinary course of business
of negotiable instruments for deposit or collection.


         (j) AGREEMENTS. None of the Borrowers shall enter into any agreement of
any  nature  whatsoever,   including  without  limitation  any  agreement  which
constitutes  or effects a material  modification  of any agreement to which such
Borrower is a party as of the date hereof,  other than in the ordinary course of
its business;  provided,  that, any such agreement which is entered into with an
Affiliated  Person (i) shall be subject to the restriction on  compensation  set
forth in Section 6(r) hereof,  (ii) shall be on an arms-length  basis, and (iii)
shall be on terms and  conditions no more  favorable  than such  Borrower  could
obtain from an unrelated third party.


                                      -30-
<PAGE>

         (k)  INVESTMENTS.  None of the Borrowers  shall make or permit to exist
any  investments,  directly or  indirectly  (in the form of any  acquisition  of
assets  other  than  in the  ordinary  course  of  business  or  other  than  an
acquisition of the assets of an entity engaged in a dental laboratory  business;
or in  the  form  of any  acquisition  of  stock,  securities,  indebtedness  or
obligation  of,  or any loan,  advance,  capital  contribution  or  transfer  of
property  to, or any  guarantee  or other  commitment  on behalf of, any person,
other than  pursuant  to an  acquisition  of the stock or  business of an entity
engaged in a dental laboratory business; or otherwise), other than in (i) United
States Treasury  securities,  (ii) readily  marketable direct obligations of the
United  States of America or any  agency  thereof,  backed by the full faith and
credit of the United States,  (iii)  certificates  of deposit,  time deposits or
banker's acceptances with a limit of $5,000,000 per institution issued by any of
the top 50  financial  institutions  in the  United  States  of  America  or its
territories,  each having total  assets and surplus of at least  $4,000,000,000,
(iv)   commercial   paper   rated   A1/P1  or  better  by   Standard   &  Poor's
Corporation/Moody's  Investors  Service,  Inc., (v) repurchase  agreements  made
against securities which meet the qualifications  stated herein, (vi) tax-exempt
securities,  including without limitation,  municipal bonds or notes, rated A or
better by Moody's Investors  Service,  Inc, or (vii)  acquisitions in accordance
with the requirements of Section 8(c) hereof.


         (l)  PROPERTY.  Each of the  Borrowers  will  keep all of its  property
reasonably necessary for the continued operation of its business in good working
order and condition,  reasonable wear and tear and, subject to Section 9 hereof,
damage by fire and other casualty excepted,  and maintain with financially sound
and reputable insurance companies insurance thereon in at least such amounts and
with such deductibles and against at least such risks (including  hazard) as are
usually  insured  against in the same general  area by companies  engaged in the
same or similar businesses;  and each of the Borrowers will furnish to the Bank,
upon its  written  request,  full  information  with  respect  to any  insurance
carried.


         (m) BOOKS AND RECORDS. Each of the Borrowers will (i) keep proper books
of record and account in which full, true and correct entries in conformity with
GAAP and all  requirements of law shall be made of all dealings and transactions
in relation to its business and activities,  and (ii) permit  representatives of
the Bank to visit and  inspect  any of its  properties  and to examine  and make
abstracts from any of its books and records at any reasonable  time and as often
as  may  reasonably  be  desired,  and  to  discuss  the  business,  operations,
properties  and  financial  condition  of such  Borrower  with its  officers and
employees and with its independent certified public accountants.

                                      -31-
<PAGE>


         (n) NOTICES.  Each of the  Borrowers  will give,  or cause to be given,
notice to the Bank, within five (5) days of knowledge thereof, of:


                  (i) the  occurrence  of any Default or Event of Default  under
this Agreement;

                  (ii)  any  default  or  event  of  default   under  any  other
contractual  obligation of such Borrower  which, if not paid or remedied by such
Borrower or waived by the obligee  thereon,  could  result in  liability to such
Borrower  in excess of  $500,000 in any single  instance  or  $1,000,000  in the
aggregate;

                  (iii) any  litigation,  investigation  or  proceeding of which
such  Borrower has  knowledge  which may exist at any time between such Borrower
and any  governmental  authority which may have a material adverse effect on the
business,  operations,  property or financial  condition of such  Borrower,  any
litigation  or  proceeding  affecting  such  Borrower  which may have a material
adverse  effect upon such  Borrower,  or any  material  adverse  development  in
previously disclosed litigation;

                  (iv) the  following  events,  as soon as  possible  and in any
event within 15 days after such Borrower  knows  thereof:  (x) the occurrence of
any "reportable  event" with respect to any "single  employer plan" which in the
reasonable  judgment  of such  Borrower  could be  expected  to have a  material
adverse  affect  on  such  Borrower  or its  business,  (y) the  institution  of
proceedings  or the  taking  or  expected  taking  of any  other  action by such
Borrower or any "commonly  controlled  entity" to terminate any "single employer
plan" with respect to which there exists any vested unfunded pension liabilities
at the time of such termination,  or (z) the "reorganization" or "insolvency" of
any  "multiemployer  plan" which may  reasonably  be expected to have a material
adverse affect on the business,  operations,  property or financial condition of
such  Borrower  (as each of the quoted  terms is defined or used in ERISA or the
Code);

                  (v) a material  adverse  change in the  business,  operations,
property or financial condition of such Borrower and its subsidiaries,  taken as
a whole; and

                  (vi) the revocation, expiration or loss of any license, permit
or other governmental  authorization of such Borrower material to the conduct of
the business of such Borrower and its subsidiaries, taken as a whole;

each notice  pursuant to paragraphs  (i) through (vi) of this Section 6(n) to be
accompanied by a statement of the President or Chief Financial Officer of Dentex
setting  forth  details of the  occurrence  referred to therein and stating what
action, if any, such Borrower proposes to take with respect thereto.

         (o) LIENS. None of the Borrowers will create,  incur,  assume or suffer
to exist any  lien,  mortgage  or other  encumbrance  upon any of its  property,
assets or revenues, whether now owned or hereafter acquired, except for:

                                      -32-
<PAGE>


                  (i)  carriers',  warehousemen's,   mechanics',  materialmen's,
repairmen's,  or other like liens arising in the ordinary  course of business in
respect of  obligations  not  overdue for a period of more than 60 days or which
are being contested in good faith by appropriate proceedings;

                  (ii) easements,  rights-of-way,  restrictions, license rights,
leases  and  other  similar  encumbrances  incurred  in the  ordinary  course of
business  which  do not in any case  materially  detract  from the  value of the
property  subject thereto or interfere with the ordinary conduct of the business
of such Borrower;

                  (iii)  pledges  or  deposits  in   connection   with  workers'
compensation,  unemployment  insurance and other social security legislation and
deposits  securing   liability  to  insurance   carriers  under   self-insurance
arrangements;

                  (iv)  deposits  to  secure  the  performance  of  bids,  trade
contracts (other than for borrowed money), leases, statutory obligations, surety
and appeal  bonds,  performance  bonds and other  obligations  of a like  nature
incurred in the ordinary course of business;

                  (v)  liens  existing  on the  assets  or  properties  of  such
Borrower and identified on SCHEDULE 5(E) attached hereto;

                  (vi) purchase  money liens  securing  additional  Indebtedness
permitted under Section 6(q) hereof;

                  (vii)  liens  securing  such  Borrower's   obligations   under
operating leases; and

                  (viii)  liens upon assets  acquired  after the Closing Date in
connection with any  acquisition  permitted under the terms of Sections 6(k) and
8(c)  hereof  PROVIDED  that such  liens  shall not  secure  Indebtedness  in an
aggregate amount in excess of $500,000.

         In  addition,  none  of  the  Borrowers  shall,  nor  shall  any of the
Borrowers  permit  any  subsidiary  to,  enter  into  or  permit  to  exist  any
arrangement or agreement which directly or indirectly prohibits such Borrower or
any such  subsidiary from creating or incurring any lien or encumbrance in favor
of the Bank under the Loan Documents.

         (p)   MODIFICATIONS.   None  of  the  Borrowers  will  not  permit  the
modification  or waiver  of or any  change in any  provisions  of any  agreement
relating to Indebtedness of such Borrower if such modification, waiver or change
could have a material  adverse effect on the ability of such Borrower to perform
its obligations under this Agreement or the other Loan Documents (such effect to
be determined by the Bank in its sole discretion).


                                      -33-
<PAGE>

         (q) ADDITIONAL INDEBTEDNESS. None of the Borrowers shall create, incur,
assume,  agree to  purchase  or  repurchase  or  provide  funds in respect of or
otherwise  become or be or remain liable with respect to any Indebtedness of any
type whatsoever owed to any person,  except (i) with respect to any Indebtedness
incurred pursuant to the terms of this Agreement  (including in conjunction with
an  acquisition  that is either  funded by an advance  under the Second  Line of
Credit  pursuant to Section 8 hereof or permitted  under Section 6(k) hereof) or
outstanding  on the date  hereof  and  listed  on  Schedule  5(q)  hereto;  (ii)
obligations  to  make  payments  of  money  pursuant  to  so-called   "earn-out"
agreements  or other  similar  arrangements  providing  for the  payment by such
Borrower of contingent  consideration  in connection with the acquisition of one
or more businesses;  (iii) trade indebtedness incurred in the ordinary course of
such  Borrower's   business;   and  (iv)  Indebtedness  in  respect  of  Capital
Expenditures  not  exceeding  $1,000,000  in the  aggregate  during any 12-month
period.


         (r) PAYMENTS TO AFFILIATED  PERSONS.  None of the Borrowers  shall make
any payment,  compensation or distribution,  directly or indirectly,  whether in
cash or in property  and whether in respect of stock  ownership  or  employment,
management,  consulting or other services or for any other reason whatsoever, to
any  Affiliated  Person,  except  that  (i)  each of the  Borrowers  may (A) pay
compensation  in the form of  salary,  fringe  benefits  and  reimbursement  for
reasonable business expenses to Affiliated Persons who are directors or officers
of such Borrower in the ordinary  course of business and in a manner  consistent
with  past  practice,  (B)  pay  bonuses  to  such  Affiliated  Persons  and (C)
repurchase shares of such Borrower's  capital stock from such Affiliated Persons
and  (ii)  any   subsidiary   of  such  Borrower  may  pay  dividends  and  make
distributions  to such Borrower;  provided that  immediately  prior to and after
giving  effect to any such bonus  payment or stock  repurchase  there  exists no
Default or Event of Default  hereunder,  and the Bank receives a certificate  to
such effect signed by the President or Chief Financial Officer of such Borrower.


         (s) MINIMUM  CONSOLIDATED  NET WORTH.  The  Borrowers  shall not permit
Consolidated Net Worth at any time to be less than $68,000,000.


         (t) FIXED CHARGE  COVERAGE  RATIO.  The Borrowers  shall not permit the
Fixed Charge  Coverage Ratio as of the end of any fiscal quarter to be less than
1.5:1.0.


         (u) MAXIMUM  CONSOLIDATED TOTAL FUNDED DEBT TO CONSOLIDATED  EBITDA. As
at the end of any fiscal  quarter,  the ratio of (a)  Consolidated  Total Funded
Debt as of such  date to (b)  Consolidated  EBITDA  for the  period  of four (4)
consecutive  fiscal  quarters ending on the date of calculation (i) prior to and
including  December 31, 2005,  shall not exceed  2.20:  1.0 and (ii)  thereafter
shall not exceed 2.00:1.0.

                                      -34-
<PAGE>


         (v) MINIMUM CONSOLIDATED EBITDA. For the period of four (4) consecutive
fiscal quarters then ended, the Borrowers shall not permit  Consolidated  EBITDA
to be less than (i) $11,500,000 on June 30, 2005, (ii)  $13,000,000 on September
30, 2005, (iii)  $14,800,000 on December 31, 2005, (iv) $15,500,000 on March 31,
2006, (v) $15,900,000 on June 30, 2006, (vi)  $16,400,000 on September 30, 2006,
(vii)  $16,900,000 on December 31, 2006,  (viii)  $17,200,000 on March 31, 2007,
(ix)  $17,500,000 on June 30, 2007, and (x)  $17,800,000 on the last day of each
fiscal quarter thereafter.


         (w) BANK ACCOUNTS.  Dentex shall maintain its primary operating account
with  the  Bank.  As of the  Closing  Date,  none  of the  Borrowers  and  their
subsidiaries  maintain  any bank  accounts  other than as set forth on  Schedule
6(v).  For the avoidance of any doubt,  it is hereby  acknowledged  that for the
purposes of this Section 6(v),  "maintain its primary  operating  account" means
that Dentex shall maintain all of its cash  management  activities with the Bank
and, with respect to bank accounts  established  after the Closing Date,  Dentex
shall use best efforts to establish such bank accounts with the Bank.


         (x)  FURTHER  ASSURANCES  At any time and from time to time each of the
Borrowers  shall,  and shall  cause each of its  subsidiaries  to,  execute  and
deliver such further  instruments and take such further action as may reasonably
be requested by the Bank to effect the purposes of this  Agreement and the other
Loan  Documents.  Without  limitation  of  the  foregoing,  upon  receipt  of an
affidavit  of an  officer  of the Bank as to the  loss,  theft,  destruction  or
mutilation  of any of the  Notes,  and,  in the  case of any such  loss,  theft,
destruction or mutilation, upon cancellation of such Note, each of the Borrowers
will issue,  in lieu thereof,  a replacement  Note in the same principal  amount
thereof and otherwise of like tenor.


         7.  CONDITIONS  OF  CLOSING  The  obligation  of the  Bank to make  any
advances  under a Line of Credit,  to issue any new Letter of Credit and to fund
the Term Loan is subject to the satisfaction of all of the following  conditions
on or prior to the Closing:



         (a) AMENDED AND RESTATED LINE OF CREDIT NOTES; TERM NOTE The Bank shall
have received each of the Amended and Restated Line of Credit Notes and the Term
Note, duly executed and delivered by the Borrowers, each in form satisfactory to
the Bank and its  special  counsel.  Upon  receipt of the  Notes,  the Bank will
cancel the notes executed in connection with the Existing Loan Agreement,  stamp
such notes as  "cancelled",  and return such cancelled  notes to Dentex,  at the
address on the first page of this Agreement.


                                      -35-
<PAGE>

         (b) WARRANTIES AND COVENANTS All warranties and representations of each
of the Borrowers  and their  subsidiaries  in this  Agreement and the other Loan
Documents shall be true on the date of the Closing as if then given, each of the
Borrowers  and their  subsidiaries  shall have  performed or observed all of the
terms, covenants,  conditions and obligations under this Agreement and the other
Loan Documents  which are required to be performed or observed by it on or prior
to such date,  and on such date there shall exist no Default or Event of Default
hereunder.


         (c) CLOSING  CERTIFICATE  The Bank shall have  received a  certificate,
dated as of the Closing and executed by the  President  and the Chief  Financial
Officer of Dentex,  in form and content  satisfactory  to the Bank,  stating the
substance of the foregoing clause (b).


         (d) FINANCIAL STATEMENTS The Bank shall have received copies of (i) the
2004 Financial  Statements,  together with the management  letter for the fiscal
year ending  December  31, 2004 for each of the  Borrowers,  (ii) the  unaudited
consolidated  balance sheets of Dentex and its  consolidated  subsidiaries as of
March 31, 2005, together with the related unaudited  consolidated  statements of
income for such period and for the  portion of the fiscal year of the  Borrowers
through such period,  (iii) the opening pro forma balance sheet of the Borrowers
as of the date of Dentex's  acquisition of Green (after giving effect  thereto),
(iv) the pro forma income  statement of the  Borrowers as of December,  31 2004,
(v) five year projections for Dentex and its consolidated subsidiaries, and (vi)
audited  financial  statements of Green for the three fiscal years preceding the
Closing Date, in the case of (ii), (iii) and (iv) above,  certified by the Chief
Financial  Officer of Dentex as presenting  fairly in all material  respects the
financial  condition and results of operations as of such date of Dentex and its
consolidated subsidiaries or each Borrower and its consolidated subsidiaries, as
applicable,   in  conformity   with  GAAP  (subject  to  normal  year-end  audit
adjustments and to the fact that such financial  statements may be condensed and
may not include  footnotes),  and Bank shall be  satisfied  with the  foregoing.
There shall have been no material  misstatements  in, or  omissions  from,  such
financial statements and any other documentation furnished to the Bank.


         (e) ANNUAL REPORT The Bank shall have  received  copies of (i) Dentex's
Annual Report on Form 10-K for the fiscal year ended  December 31, 2004 and (ii)
Dentex's  Quarterly  Report on Form 10-Q for the fiscal  quarter ended March 31,
2005.


         (f)  VALUATION  REPORT  The  Bank  shall  have  received  a copy of the
valuation  report  prepared  by  Deloitte & Touche  LLP,  in form and  substance
satisfactory to the Bank.


         (g) NO ADVERSE  CHANGE  There shall have  occurred no material  adverse
change in (i) the  business,  prospects,  operations,  properties  or  condition
(financial or otherwise) of the Borrowers and any of their  subsidiaries,  taken
as a whole, since the date of the March 31, 2005 financial  statements,  or (ii)
the  ability of any of the  Borrowers  or any of their  subsidiaries  to perform
their obligations under the Loan Documents.


                                      -36-
<PAGE>

         (h) CLOSING  FEES AND LEGAL  EXPENSES At or prior to the  Closing,  the
Borrowers  shall  have  paid to the Bank (i) the  annual  $10,000  facility  fee
referenced  in  Section  2(c)(ii)  hereof,  and  (ii)  all  costs  and  expenses
(including legal fees) referred to in Section 12(h).


         (i) LEGAL OPINIONS.  All legal matters incident to this Agreement shall
be satisfactory to Goulston & Storrs,  special counsel to the Bank, and the Bank
shall have received at the Closing the legal  opinion of Posternak  Blankstein &
Lund LLP,  counsel to the Borrowers,  and Gill Elrod Ragon Owen & Sherman,  P.A,
special  counsel to Green,  such opinions in form and substance  satisfactory to
the Bank and its special counsel.


         (j)  PROJECTIONS  The Bank shall have received copies of Dentex and its
consolidated   subsidiaries'   base  line  fiscal   quarter  by  fiscal  quarter
projections for fiscal year 2005, including profit and loss, balance sheet, cash
flow and schedules reflecting branch profit and losses.


         (k) APPROVALS  All  necessary  consents,  approvals  and/or  waivers in
connection with the  consummation of the  transactions  contemplated by the Loan
Documents  shall have been obtained by each of the Borrowers and copies  thereof
shall have been delivered to the Bank.


         (l) LEGALITY OF  TRANSACTIONS No change in applicable law or regulation
shall have occurred as a consequence  of which it shall have become and continue
to be unlawful (i) for the Bank to perform any of its  respective  agreements or
obligations under any of the Loan Documents, or (ii) for any of the Borrowers or
any of their  subsidiaries  to perform any of their  agreements  or  obligations
under any of the Loan Documents.


         (m) PROOF OF  CORPORATE  ACTION;  GOOD  STANDING  The Bank  shall  have
received  from each of the  Borrowers  and  their  subsidiaries  a  certificate,
certified by a duly authorized officer of each Borrower or subsidiary to be true
and  complete  on the  Closing  Date,  (i)  attaching  a copy of  records of all
corporate  action taken by such Borrower or such subsidiary to authorize (a) its
execution  and  delivery of each of the Loan  Documents  to which it is or is to
become a party,  (b) its  performance of all of its  agreements and  obligations
under each of such  documents,  and (c) any  borrowings  and other  transactions
contemplated  by this  Agreement,  (ii)  certifying  as to its  charter or other
organizational  documents and its by-laws, and (iii) giving the name and bearing
a specimen  signature of each individual who shall be authorized to sign, in the
name and on behalf of such  Borrower,  each of the Loan Documents to which it is
or is to  become a party,  to make  application  for the Loans  and  Letters  of
Credit,  and to give  notices and to take other  action on its behalf  under the
Loan Documents.


                                      -37-
<PAGE>

         (n)  PAYOFF AND  RELEASE  CONFIRMATION  The Bank shall have  received a
payoff and release  letter with respect to all of Green's  obligations  to Heber
Springs  State  Bank   (including   termination   of  all  liens  securing  such
obligations, if any).


         (o) ORGANIZATIONAL AND CAPITAL STRUCTURE The organizational and capital
structure  of each of the  Borrowers  and any of  their  subsidiaries  shall  be
reasonably satisfactory to the Bank.


         (p) LIEN  SEARCHES The Bank shall have  received from the Borrowers the
results of lien searches (UCC, state tax, federal tax, judgment,  litigation and
bankruptcy)  with  respect to Green,  in the State of  Arkansas,  from a service
company reasonably  satisfactory to the Bank, indicating no liens,  mortgages or
other encumbrances on any of the Borrowers' property,  assets or revenues, other
than liens  permitted  under  Section  6(o)  hereof,  and  otherwise in form and
substance satisfactory to the Bank.


         (q) OTHER  SEARCHES.  The Bank shall have received all other  documents
and  assurances  which  it  requires  or  which  it may  reasonably  request  in
connection  with  the  transactions  contemplated  by this  Agreement,  and such
documents shall be certified,  when  appropriate,  by the proper  authorities or
corporate  officers.  All  such  documents  and all  proceedings  to be taken in
connection with such transactions shall be satisfactory in form and substance to
the Bank and its special counsel.


         8. CONDITIONS OF MAKING SUBSEQUENT ADVANCES. The obligation of the Bank
to make any  advance  under a Line of Credit or to issue any Letter of Credit is
subject to the satisfaction of the following  conditions  precedent on or before
the date of each such subsequent  advance or issuance of a Letter of Credit (the
"BORROWING DATE"):



         (a)  REPRESENTATIONS  AND WARRANTIES The representations and warranties
contained in Section 5 hereof and  otherwise  made by each of the  Borrowers and
their  subsidiaries in the Loan Documents shall have been correct as of the date
on which made and shall also be  correct at and as of such  Borrowing  Date with
the same  effect  as if made at and as of such  time,  except  as may have  been
disclosed  to the Bank by any  applicable  Borrower  and to  which  the Bank has
consented and to the extent that the facts upon which such  representations  and
warranties are based may in the ordinary  course be changed by the  transactions
permitted or contemplated hereby.

                                      -38-
<PAGE>


         (b) PERFORMANCE Each of the Borrowers and their subsidiaries shall have
performed and complied  with all terms,  conditions,  covenants and  obligations
under this  Agreement and the other Loan  Documents  required to be performed or
complied with by it prior to or on such  Borrowing  Date,  and on such Borrowing
Date there shall exist no Default or Event of Default hereunder.


         Each  request by the  Borrowers  for an advance  under a Line of Credit
shall  constitute  certification  by each of the Borrowers  that the  conditions
specified in Sections  8(a) and 8(b) will be duly  satisfied on the date of such
advance.

         (c)  ACQUISITIONS  If the Borrowers  desire to make a drawing under the
Second  Line of  Credit,  the  proceeds  of  which  may  only be used to fund an
acquisition  by a  Borrower,  then the  obligation  of the Bank to make any such
advance is subject to the satisfaction of the following  conditions precedent on
or before the Borrowing Date for such advance:


                  (i) The  entity  whose  business,  assets  or  stock  is to be
acquired by a Borrower with funds from the  requested  advance must be primarily
engaged in the dental laboratory business or a business closely related thereto;

                  (ii)  Such  Borrower  shall  have  provided,  or  cause  to be
provided,  to the Bank, a projected  consolidated  pro forma  balance  sheet,  a
projected consolidated pro forma cash flow statement (including proposed Capital
Expenditures)  and a projected  consolidated pro forma profit and loss statement
of Dentex  and its  subsidiaries  for the  period  ending on the last day of the
first full fiscal year following the date of the requested advance, in all cases
setting forth such  financial  information on a fiscal quarter by fiscal quarter
basis for such period and giving effect to such acquisition;

                  (iii)  Such  Borrower  shall  have  provided,  or  cause to be
provided,  to the Bank, (1) historical  financial statements of the entity whose
business,  assets or stock is to be acquired,  as may be requested by Bank,  and
(2) evidence  satisfactory  to the Bank in its sole  discretion  that the entity
whose  business,  assets or stock is to be acquired by such  Borrower with funds
from the requested advance has historically generated recast positive cash flow;
for purposes of this  provision,  positive  cash flow that is "recast"  shall be
determined  by  calculating  the acquired  entity's net income by adjusting  the
amount of depreciation and amortization  incurred,  any other non-cash  charges,
non-recurring  expenses,  or excessive salaries incurred,  and the manufacturing
costs to the level that the  acquired  entity  would have  incurred  had it been
operated by such Borrower during such period;

                  (iv)  immediately  prior to, and after giving  effect to, such
acquisition, no Default or Event of Default shall exist, and the Borrowers shall
have provided the Bank with evidence  satisfactory to the Bank demonstrating the
Borrowers'  compliance  with all of their  covenants and  agreements  under this
Agreement  (including,  but not limited to, the financial covenants set forth in
Sections  6(s) through (u), as evidenced by Borrowers'  Compliance  Certificate)
both prior to such  acquisition  and on a pro forma basis after giving effect to
such acquisition;


                                      -39-
<PAGE>

                  (v) upon consummation of such acquisition,  any corporation or
business  entity  acquired  which  remains  a  separate  legal  entity  from the
Borrowers  shall be a party to such of the Loan  Documents as is required by the
Bank, as more fully described in Section 6(e)(vi) hereof; and

                  (vi) such  Borrower  shall  have  obtained  the prior  written
consent (such consent not to be  unreasonably  withheld) of the Bank for (1) any
single  acquisition  with a  purchase  price,  whether  payable in cash or other
consideration,  that exceeds  $4,000,000,  and (2) in any event, at such time as
the  aggregate  purchase  price  for  acquisitions  after  the  Closing  exceeds
$10,000,000,  for any single acquisition with a purchase price,  whether payable
in cash or other consideration,  that exceeds $2,000,000.  Bank shall respond to
Borrower's  request for  consent  within five (5)  Business  Days of  Borrowers'
providing  Bank with the  information  and  documents  in  accordance  with this
Section 8(c).

         9. EVENTS OF DEFAULT.  Each of the following shall  constitute an event
of default  (an  "EVENT OF  DEFAULT")  under this  Agreement,  the  Amended  and
Restated Line of Credit Notes, the Term Note and the other Loan Documents:



         (a)  REPRESENTATIONS AND WARRANTIES Any representation or warranty made
by any of the Borrowers or any of their  subsidiaries  in this  Agreement or any
other Loan Document shall prove to have been  incorrect in any material  respect
when made, or any information furnished in writing, whether in this Agreement or
any other Loan Document, shall prove to be untrue in any material respect on the
date on which it is or was given.


         (b) COVENANTS Any of the Borrowers or any of their  subsidiaries  shall
fail to perform or observe any covenant or condition contained or referred to in
this  Agreement,  any Amended and Restated Line of Credit Note or the Term Note,
including  without  limitation  the failure to make any payment of  principal or
interest on an Amended and Restated Line of Credit Note,  the Term Note or other
amounts when due or any payment of any fee hereunder;  provided,  however,  that
failure to make any  payment of  interest  on an Amended  and  Restated  Line of
Credit Note or of principal or interest on the Term Note shall not constitute an
Event of Default under this  Agreement  until such failure shall have  continued
for five (5) days after the same became due and payable;  provided  further that
any failure to perform under Sections  6(b),  (c), (d), (l) and (m) hereof shall
not constitute an Event of Default under this Agreement until such failure shall
have continued uncured for 10 days.


                                      -40-
<PAGE>

         (c) ACCELERATION Any event occurs which permits the acceleration of the
maturity  of  any  Indebtedness  of  any  of  the  Borrowers  or  any  of  their
subsidiaries in excess of $500,000 under any mortgage,  deed of trust,  security
or loan  agreement,  indenture,  note or other  undertaking;  or any  demand for
payment is made with respect to any  Indebtedness of any of the Borrowers or any
of their subsidiaries.


         (d) LOAN  DOCUMENTS.  Any default or event of default shall occur under
any of the Loan  Documents  (other  than a default or event of  default  that is
elsewhere specifically dealt with in this Section 9).


         (e)  VOLUNTARY  BANKRUPTCY.  Any of  the  Borrowers  or  any  of  their
subsidiaries  shall  commence  a  voluntary  case or  other  proceeding  seeking
liquidation,  reorganization or other relief with respect to itself or its debts
under any bankruptcy, insolvency or other similar law now or hereafter in effect
or seeking the  appointment  of a trustee,  receiver,  liquidator,  custodian or
other similar official of it or any substantial  part of its property,  or shall
consent to any such relief or to the appointment of or taking  possession by any
such official in an involuntary case or other proceeding  commenced  against it,
or shall make a general  assignment for the benefit of creditors,  or shall fail
generally  to pay its debts as they  become  due,  or shall  take any  corporate
action to authorize any of the foregoing;


         (f) INVOLUNTARY  BANKRUPTCY.  An involuntary  case or other  proceeding
shall be commenced  against any of the  Borrowers  or any of their  subsidiaries
seeking  liquidation,  reorganization  or other relief with respect to it or its
debts under any bankruptcy,  insolvency or other similar law now or hereafter in
effect or seeking the appointment of a trustee, receiver, liquidator,  custodian
or other similar  official of it or any  substantial  part of its property,  and
such involuntary case or other proceeding shall remain  undismissed and unstayed
for a period of 60 days; or an order for relief shall be entered  against any of
the Borrowers or any of their  subsidiaries under the federal bankruptcy laws as
now or hereafter in effect;


         (g)  SEIZURE OF  ASSETS.  There  shall  occur any  seizure,  vesting or
intervention by or under the authority of a governmental  unit by which Dentex's
management  is  displaced  or its  authority  in the conduct of its  business is
materially curtailed.


         (h)  JUDGMENTS.  Any  judgment,  order or writ in excess of $500,000 is
rendered or entered  against any of the  Borrowers or any of their  subsidiaries
and not paid,  satisfied or otherwise discharged within 60 days of the date such
judgment, order or writ becomes final and non-appealable.


                                      -41-
<PAGE>

         (i) LIENS.  A notice of lien,  levy or  assessment is filed or recorded
with  respect  to any  material  part of the assets of the  Borrowers  and their
subsidiaries taken as a whole by the United States, or any department, agency or
instrumentality  thereof,  or  by  any  state,  county,  municipality  or  other
governmental  agency,  or any taxes or debts owing at any time  hereafter to any
one of them  become a lien upon a material  part of the assets of the  Borrowers
and their subsidiaries taken as a whole.


         (j) CASUALTY  LOSS.  There shall occur any material  casualty loss with
respect  to  a  material  part  of  any  of  the  Borrowers'  or  any  of  their
subsidiaries' assets, taken as a whole.


         (k)  QUALIFIED  AUDIT  REPORT.  Any audit report  required  pursuant to
Section  6  is  not  an  unqualified   audit  report,   unless  the  reason  for
qualification  is not  material,  as  determined in the Bank's sole and absolute
discretion.


         (l) CHANGE OF  CONTROL.  (i) (A) any person or group of persons  acting
together (within the meaning of Section 13 or 14 of the Securities  Exchange Act
of 1934,  as  amended)  shall have  acquired  at any time after the date  hereof
"beneficial  ownership"  (within  the meaning of Rule 13d-3  promulgated  by the
Securities and Exchange  Commission  under said Act) of more than thirty percent
(30%) of the common stock or other capital  securities of Dentex  outstanding at
such time and (B) such person or group of persons  (including  any  designees or
appointees of such person or group or person) shall hold or control  (whether by
acting as a Director,  by any voting  agreement  or  arrangement  or  otherwise)
one-third  (1/3) or more of the votes  eligible to be cast by  Directors  at any
duly called meeting of the Board of Dentex;  or (ii) Dentex shall fail to be the
beneficial  owner of 100% of the  capital  stock or other  ownership  or  profit
interests  (whether  voting or  non-voting,  and  including all of the warrants,
options or other  rights for the  purchase or  acquisition  of shares of capital
stock or other ownership or profit interests) of Green and any other of Dentex's
subsidiaries;  provided,  however,  that Dentex and any of its  subsidiaries may
transfer  all or any portion of its  ownership  interests in any  subsidiary  to
another direct or indirect subsidiary of Dentex; or (iii) Green shall fail to be
the beneficial  owner of 100% of the capital stock or other  ownership or profit
interests  (whether  voting or  non-voting,  and  including all of the warrants,
options or other  rights for the  purchase or  acquisition  of shares of capital
stock  or other  ownership  or  profit  interests)  of any of its  subsidiaries;
PROVIDED HOWEVER,  that Green may transfer such capital stock or other ownership
interests in its  subsidiaries to Dentex or any direct or indirect  subsidiaries
of Dentex.


         (m) ERISA. The occurrence of any of the following:  (a) Any "prohibited
transaction"  or  "accumulated  funding  deficiency"  shall have  occurred  with
respect to any  "single  employer  plan" of the  Borrowers  to the  extent  such
occurrence  would cause liability to the Borrowers or any of their  subsidiaries
in an amount in excess of $500,000 per occurrence;  (b) any  "reportable  event"
shall have occurred with respect to any "single  employer plan" of the Borrowers
which in the  reasonable  judgment of the Borrowers  could be expected to have a
material  adverse effect on the Borrowers or their  business,  taken as a whole;
(c) the  Borrowers,  any  predecessor  to any of the  Borrowers or any "commonly
controlled  entity"  shall have been  included in a  "multiemployer  plan" as to
which such Borrower or any "commonly  controlled  entity" has liability  because
such  Borrower or any "commonly  controlled  entity"  withdrew  therefrom to the
extent such  occurrence  would cause  liability  to such  Borrower or any of its
subsidiaries  in an  amount  in  excess  of  $500,000  per  occurrence;  (d) the
institution of proceedings or the taking of any other action by the Borrowers or
any "commonly  controlled  entity" to terminate any "single  employer plan" with
respect to which there exists any vested  unfunded  pension  liabilities  at the
time of such  termination to the extent such occurrence would cause liability to
the  Borrowers or any of their  subsidiaries  in an amount in excess of $500,000
per   occurrence;   or  (e)  the   "reorganization"   or   "insolvency"  of  any
"multiemployer plan" which may reasonably be expected to have a material adverse
effect on the  business,  operations,  property or financial  conditions  of the
Borrowers,  taken as a whole (as each of the quoted  terms is defined or used in
ERISA or the Code).

                                      -42-
<PAGE>


         10. REMEDIES.

         (a) Upon the  occurrence  and  during the  continuation  of an Event of
Default  under  this  Agreement,  the Bank may  exercise  any one or more of the
following rights and remedies (all of which shall be cumulative):

                  (i)  declare  all or any part of the  Loans  or other  amounts
outstanding  hereunder,  under the Amended and Restated  Line of Credit Notes or
under the Term Note and the other  Loan  Documents,  together  with all  accrued
interest thereon and all fees and expenses related thereto,  to be forthwith due
and payable,  whereupon the same shall become forthwith due and payable, without
presentment,  demand,  protest  or other  notice of any  kind,  all of which are
expressly waived by each of the Borrowers;

                  (ii) terminate the Lines of Credit,  the Bank's obligations to
issue Letters of Credit  hereunder,  and any other financial  accommodations  or
commitments  of the  Bank  provided  for by this  Agreement  or the  other  Loan
Documents;

                  (iii) not extend the expiry date of any outstanding  Letter of
Credit;

                  (iv)  proceed with every remedy that is provided for herein or
in the other Loan Documents, or that the Bank may have under applicable law;

PROVIDED that, if any Event of Default specified in clause (e) or (f) of Section
9 occurs,  then  without any notice to any of the  Borrowers or any other act by
the Bank, the Lines of Credit, the Bank's obligations to issue Letters of Credit
hereunder, and any other financial accommodations or commitments provided for in
this Agreement or the other Loan  Documents  shall  thereupon  terminate and all
Loans and other amounts outstanding  hereunder or under the Amended and Restated
Line of Credit  Notes or the other Loan  Documents,  together  with all  accrued
interest  thereon  and all  fees  and  expenses  related  thereto  shall  become
immediately due and payable,  without presentment,  demand, protest or notice of
any kind, all of which are hereby waived by each of the Borrowers.


                                      -43-
<PAGE>

         (b) Without limitation of any other right or remedy of the Bank, (i) if
an Event of Default  shall have  occurred  and the Bank shall have  demanded  or
accelerated  the Loans  outstanding  under the Credit  Facility  or (ii) if this
Agreement  and/or the Credit  Facility  described  herein  shall have expired or
shall have been earlier  terminated  by either the Bank or the Borrowers for any
reason,  the  Borrowers  shall,  promptly  after they receive a request from the
Bank, deposit with the Bank in cash a sum equal to the total of all then undrawn
amounts  under all  outstanding  Letters  of  Credit  issued by the Bank for the
account of the Borrowers,  such cash deposit to serve as cash collateral for the
Borrowers'  reimbursement  obligations in respect of such undrawn  amounts under
such  Letters of Credit;  PROVIDED  that,  if any Event of Default  specified in
clause (e) or (f) of Section 9 occurs,  the Borrowers  shall deposit such amount
with the Bank  forthwith  without  any  notice or demand or any other act by the
Bank.

         11.  JOINT AND SEVERAL  LIABILITY  Each of the  Borrowers  is accepting
joint and several  liability  for all of the  obligations  arising  hereunder or
under  any of  the  other  Loan  Documents  in  consideration  of the  financial
accommodations  to be provided by the Bank under this Agreement,  for the mutual
benefit,  directly and indirectly, of each of the Borrowers and in consideration
of the undertakings of each other Borrower to accept joint and several liability
for the Borrowers'  obligations arising hereunder or under any of the other Loan
Documents.

         (c) Each of the Borrowers,  jointly and severally,  hereby  irrevocably
and  unconditionally  accepts,  not merely as a surety but also as a  co-debtor,
joint and several  liability with the other Borrower with respect to the payment
and performance of all of the Borrowers'  obligations arising hereunder or under
any of the other Loan Documents (including,  without limitation, any obligations
arising  under this  Section 11), it being the  intention of the parties  hereto
that all of the  obligations  arising  hereunder  or under any of the other Loan
Documents  shall be the joint and several  obligations  of each of the Borrowers
without preferences or distinction among them.

         (d) If and to the extent that any of the  Borrowers  shall fail to make
any payment with respect to any of the  obligations  arising  hereunder or under
any of the  other  Loan  Documents  as and  when  due or to  perform  any of the
obligations  arising  hereunder  or under any of the  other  Loan  Documents  in
accordance  with the terms  thereof,  then in each such event the other Borrower
will make such payment with respect to, or perform, such obligation.

         (e) The  obligations  arising  hereunder or under any of the other Loan
Documents  of each of the  Borrowers  under the  provisions  of this  Section 11
constitute full recourse  obligations of each such Borrower  enforceable against
each such  Borrower to the full  extent of its  properties  and  assets,  to the
fullest  extent  permitted by  applicable  law,  irrespective  of the  validity,
regularity or  enforceability  of this Loan Agreement against any other Borrower
or any other circumstance whatsoever.

                                      -44-
<PAGE>

         (f) Each of the Borrowers hereby agrees that it will not enforce any of
its rights of  contribution  or  subrogation  against  the other  Borrower  with
respect to any liability incurred by it hereunder or under any of the other Loan
Documents,  any  payments  made by it to the  Bank  with  respect  to any of the
obligations  hereunder or under any of the other Loan Documents  until such time
as all of the  obligations  hereunder  or under any of the other Loan  Documents
have been  irrevocably  paid in full in cash.  Any claim which any  Borrower may
have  against  any other  Borrower  with  respect  to any  payments  to the Bank
hereunder or under any other Loan Document are hereby expressly made subordinate
and junior in right of payment,  without  limitation  as to any increases in the
obligations arising hereunder or thereunder, to the prior payment in full of the
obligations hereunder or under any of the other Loan Documents and, in the event
of any insolvency,  bankruptcy,  receivership,  liquidation,  reorganization  or
other  similar  proceeding  under the laws of any  jurisdiction  relating to any
Borrower,  its debts or its assets,  whether voluntary or involuntary,  all such
obligations  arising hereunder or under any of the other Loan Documents shall be
paid in full before any payment or  distribution  of any  character,  whether in
cash,  securities  or  other  property,  shall  be  made to any  other  Borrower
therefor.

         12. MISCELLANEOUS.

         (a) WAIVERS  This  Agreement  and the other Loan  Documents  may not be
changed, waived,  discharged or terminated orally or in writing, except that any
term of this  Agreement  or any  other  Loan  Document  may be  amended  and the
performance  or observance by the Borrowers of any term of this Agreement or any
other Loan Document may be waived (either generally or in a particular  instance
and either  retroactively  or  prospectively)  with,  but only  with,  the prior
written consent of the Bank.


         (b)  DELAYS No delay on the part of the Bank in  exercising  any right,
power or privilege  hereunder shall operate as a waiver  thereof,  nor shall any
partial  exercise or waiver of any  privilege  or right  hereunder  preclude any
further  exercise of such privilege or right or the exercise of any other right,
power or privilege.  The rights and remedies  expressed in this Agreement and in
the other Loan Documents are cumulative and not exclusive of any right or remedy
which the Bank may otherwise  have. To the extent the Bank holds any  collateral
as security  for payment or any of the other  obligations  arising  hereunder or
under  any of the other  Loan  Documents,  the Bank may  release  or  surrender,
exchange or substitute any real estate or personal  property,  or both, or other
collateral  security  now or  hereafter  held as security for the payment of the
Amended  and  Restated  Line of  Credit  Notes  or the  Term  Note or any  other
obligations  of the Borrowers to the Bank under this Agreement or the other Loan
Documents  or  however  arising.  The Bank may  extend  the time for  payment or
otherwise  modify the terms of  payment of any part or the whole of the  Amended
and Restated Line of Credit Notes or the Term Note.


         (c) NOTICES Any notices,  consents or other  communications to be given
under this Agreement or under the other Loan  Documents  shall be in writing and
shall be deemed given when mailed to the respective parties by overnight courier
or by  registered  mail  addressed  as set  forth  on the  first  page  of  this
Agreement,  with all such notices, consents and other communications to the Bank
to be sent to the  attention  of Elise M. Russo,  or to such other  addresses as
either party may from time to time  designate for that  purpose.  A copy of each
notice to the Bank shall also by sent to the Bank's special counsel,  Goulston &
Storrs, 400 Atlantic Avenue, Boston, Massachusetts 02110-3333, Attention: Philip
A. Herman, Esquire. A copy of each notice to the Borrowers shall also be sent to
the Borrowers'  counsel,  Posternak  Blankstein & Lund LLP, 800 Boylston Street,
Prudential Tower, Boston, Massachusetts 02199-8004, Attention: Donald H. Siegel,
P.C.  Section  headings and defined  terms in this  Agreement and the other Loan
Documents  are included for  convenience  only and are not intended to modify or
define any term or provision of any such instrument.


                                      -45-
<PAGE>

         (d)  SET-OFF.  Regardless  of  the  adequacy  of  any  collateral,  any
deposits,  balances  or  other  sums  credited  by or due  from  the Bank to the
Borrowers  or any of their  subsidiaries  may, at any time or from time to time,
without  notice  to any of  the  Borrowers  or  any  of  their  subsidiaries  or
compliance  with any other  condition  precedent  now or  hereafter  imposed  by
statute, rule of law or otherwise (all of which are hereby expressly waived), be
set  off,  appropriated  and  applied  by the  Bank  against  any  or  all  such
obligations in such manner as the Bank in its sole discretion may determine.


         (e)  JURISDICTION;  WAIVER OF JURY TRIAL.  Each of the  Borrowers,  for
itself and its  subsidiaries,  irrevocably  submits to the  jurisdiction  of the
courts of the Commonwealth of Massachusetts and the United States District Court
for the District of Massachusetts  for the purpose of any suit,  action or other
proceeding  brought by the Bank arising out of or relating to this  Agreement or
any  other  Loan  Document,  and  each  of the  Borrowers,  for  itself  and its
subsidiaries,  waives and agrees not to assert by way of motion, as a defense or
otherwise in any such suit,  action or proceeding,  any claim that such Borrower
or any of its subsidiaries is not personally  subject to the jurisdiction of the
courts of the  Commonwealth of Massachusetts or the United States District Court
for the District of  Massachusetts  or that the property of such Borrower or any
of its  subsidiaries  is exempt or immune from execution or  attachment,  either
prior to judgment or in aid of execution, that the suit, action or proceeding is
brought  in an  inconvenient  forum or that the  venue of the  suit,  action  or
proceeding is improper, or that this Agreement or any other Loan Document or the
subject  matter hereof or thereof may not be enforced in or by such court.  EACH
OF THE  BORROWERS  AND THE  BANK  HEREBY  MUTUALLY  KNOWINGLY,  VOLUNTARILY  AND
INTENTIONALLY  WAIVE THE RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM  BASED
HEREON,  ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER
LOAN DOCUMENTS  CONTEMPLATED TO BE EXECUTED IN CONNECTION HEREWITH OR ANY COURSE
OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS
OF ANY PARTY,  AND AGREE THAT NO PARTY WILL SEEK TO CONSOLIDATE  ANY SUCH ACTION
WITH ANY OTHER  ACTION IN WHICH A JURY TRIAL  CANNOT BE OR HAS NOT BEEN  WAIVED.
EACH PARTY HERETO  CERTIFIES  THAT NO  REPRESENTATIVE,  AGENT OR ATTORNEY OF ANY
OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD
NOT, IN THE EVENT OF  LITIGATION,  SEEK TO ENFORCE THE  FOREGOING  WAIVER.  THIS
WAIVER CONSTITUTES A MATERIAL  INDUCEMENT FOR BANK TO EXECUTE THIS AGREEMENT AND
MAKE THE LOANS AND EXTEND CREDIT TO BORROWERS.


                                      -46-
<PAGE>

         (f) USURY. All agreements between the Borrowers and the Bank are hereby
expressly  limited so that in no  contingency  or event  whatsoever,  whether by
reason of  acceleration  of maturity  of the  indebtedness  evidenced  hereby or
otherwise, shall the amount paid or agreed to be paid to Bank for the use or the
forbearance of the indebtedness  evidenced hereby exceed the maximum permissible
under  applicable law. As used herein,  the term "applicable law" shall mean the
law in effect as of the date hereof; provided,  however, that in the event there
is a change in the law which results in a higher  permissible  rate of interest,
then the Amended and  Restated  Line of Credit  Notes and the Term Note shall be
governed  by such  new law as of its  effective  date.  In  this  regard,  it is
expressly  agreed that it is the intent of Borrowers and Bank in the  execution,
delivery and acceptance of the Amended and Restated Line of Credit Notes and the
Term Note to contract in strict  compliance with the laws of the Commonwealth of
Massachusetts  from time to time in effect.  If, under or from any circumstances
whatsoever,  fulfillment of any provision hereof or of any of the Loan Documents
at the  time of  performance  of such  provision  shall  be due,  shall  involve
transcending  the limit of such validity  prescribed by applicable law, then the
obligation to be fulfilled shall  automatically be reduced to the limits of such
validity,  and if under or from any  circumstances  whatsoever  Bank should ever
receive as interest an amount which would exceed the highest  lawful rate,  such
amount which would be excessive  interest  shall be applied to the  reduction of
the principal balance evidenced hereby and not to the payment of interest.  This
provision  shall control  every other  provision of all  agreements  between the
Borrowers and the Bank.


         (g)  EXECUTION.   This  Agreement  may  be  signed  in  any  number  of
counterparts, which together will be one and the same instrument. This Agreement
shall become  effective  whenever each party shall have signed at least one such
counterpart.


         (h) GOVERNING LAW. This Agreement  shall be governed by the laws of the
Commonwealth  of  Massachusetts  and for all  purposes  shall  be  construed  in
accordance with the laws of such Commonwealth.


         (i) FEES;  INDEMNIFICATION.  Whether  or not any  funds  are  disbursed
hereunder,  each of the Borrowers shall pay all of the Bank's  reasonable  costs
and expenses in connection with the preparation,  execution,  delivery,  review,
administration  and  enforcement of this Agreement and the other Loan Documents,
including reasonable legal fees and disbursements.  Each of the Borrowers hereby
agrees to  indemnify  and hold  harmless  the Bank from and  against any and all
claims,  damages,  losses,  liabilities,  costs or expenses (including,  without
limitation, the reasonable fees and disbursements of counsel) which the Bank may
reasonably  incur  (or  which  may be  claimed  against  the Bank by any  person
whatsoever)  by reason  of, in  connection  with or in any way  related  to this
Agreement and the other Loan Documents or any of the  transactions  contemplated
hereby  or  thereby;  provided  that the  Borrowers  shall  not be  required  to
indemnify  the Bank  for any  claims,  damages,  losses,  liabilities,  costs or
expenses to the extent,  but only to the extent  caused by gross  negligence  or
willful misconduct of the Bank.


                                      -47-
<PAGE>

         (j) BINDING  NATURE.  This  Agreement  shall be binding  upon and shall
inure to the benefit of the parties hereto and their  respective  successors and
assigns; provided that the rights and obligations under this Agreement and under
any of the other Loan  Documents  may not be  assigned  by any of the  Borrowers
without the written consent of the Bank.


         (k) ASSIGNMENT; PARTICIPATIONS; PLEDGE TO FEDERAL RESERVE. (i) The Bank
shall have the unrestricted  right at any time or from time to time, and without
any of the  Borrowers'  consent,  to assign all or any portion of its rights and
obligations  hereunder  to one or more  banks  or other  financial  institutions
(each,  an  "ASSIGNEE"),  after giving at least 15 Business  Days prior  written
notice of such  assignment to the  Borrowers,  and the  Borrowers  agree that it
shall  execute,  or cause to be  executed,  such  documents,  including  without
limitation, amendments to this Agreement and to any other documents, instruments
and agreements  executed in connection  herewith as Bank shall deem necessary to
effect the foregoing. In addition, at the request of Bank and any such Assignee,
the Borrowers shall issue one or more new promissory  notes,  as applicable,  to
any such  Assignee  and, if Bank has retained any of its rights and  obligations
hereunder  following such assignment,  to Bank, which new promissory notes shall
be issued in replacement of, but not in discharge of, the liability evidenced by
the promissory  note held by Bank prior to such assignment and shall reflect the
amount of the  respective  commitments  and Loans held by such Assignee and Bank
after  giving  effect to such  assignment.  Upon the  execution  and delivery of
appropriate  assignment  documentation,  amendments and any other  documentation
required by Bank in connection with such assignment, and the payment by Assignee
of the purchase price agreed to by Bank and such  Assignee,  such Assignee shall
be a party to this Agreement and shall have all of the rights and obligations of
Bank hereunder (and under any and all other guaranties,  documents,  instruments
and agreements  executed in connection  herewith) to the extent that such rights
and  obligations   have  been  assigned  by  Bank  pursuant  to  the  assignment
documentation  between Bank and such  Assignee,  and Bank shall be released from
its obligations hereunder and thereunder to a corresponding extent.


                                      -48-
<PAGE>

                           (ii) Bank  shall have the  unrestricted  right at any
time and from time to time,  and without  the  consent of any of the  Borrowers,
after giving at least 15 Business Days prior written notice of such grant to the
Borrowers,  to grant to one or more banks or other financial institutions (each,
a  "PARTICIPANT")  participating  interests  in the  Bank's  obligation  to lend
hereunder and/or any or all of the Loans held by Bank hereunder. In the event of
any such grant by Bank of a  participating  interest to a Participant,  the Bank
shall remain  responsible for the  performance of its obligations  hereunder and
the Borrowers shall continue to deal solely and directly with Bank in connection
with Bank's rights and obligations hereunder.

                           (iii) The Bank may furnish any information concerning
the Borrowers in its possession  from time to time to  prospective  Assignees or
Participants, provided that the Bank shall require any such prospective Assignee
or  Participant  to agree in writing to  maintain  the  confidentiality  of such
information.

                           (iv)  Notwithstanding any of the foregoing,  the Bank
may at any time pledge or assign all or any portion of its rights under the Loan
Documents including any portion of the Amended and Restated Line of Credit Notes
or the Term Note to any of the twelve (12) Federal Reserve Banks organized under
Section 4 of the Federal  Reserve Act, 12 U.S.C.  Section 341. No such pledge or
assignment or  enforcement  thereof shall release the Bank from its  obligations
under any of the Loan Documents.

         (l) UNDER  SEAL.  This  Agreement  shall be deemed to be an  instrument
under  seal  and  shall  continue  in  full  force  and  effect  so  long as any
indebtedness of any of the Borrowers to the Bank remains unpaid.


         (m) USE OF PROCEEDS.  Borrowers (i) for working capital purposes of the
Borrower, (ii) to refinance existing Indebtedness of the Borrowers, (iii) in the
case of the Second Line of Credit, to fund acquisitions by the Borrower,  to the
extent  permitted  herein,  and (iv) in the case of the  Term  Loan,  to pay the
outstanding  balance  under the Second  Line of Credit on the Closing  Date.  No
portion of the proceeds of any loans shall be used, and no portion of any Letter
of Credit is to be obtained,  in whole or in part, for the purpose of purchasing
or carrying any "margin  security"  or "margin  stock" as such terms are used in
Regulations U, T or X of the Board of Governors of the Federal Reserve System.


         (n)  CONFIDENTIALITY.  Notwithstanding any  confidentiality  provisions
contained  herein,  and in accordance  with Section  1.6011-4(b)(3)(iii)  of the
Treasury  Regulations,   each  party  to  this  Agreement  (and  each  employee,
representative,  or  other  agent of each  party)  may  disclose  to any and all
persons,  without limitation of any kind, the tax treatment and tax structure of
the  transactions  contemplated  by this Agreement and all materials of any kind
(including  opinions  or other tax  analyses)  that are  provided  to such party
relating to such tax  treatment  and tax  structure;  provided,  however,  that,
pursuant  to  Section  1.6011-4(b)(3)(ii)  of  the  Treasury  Regulations,  such
disclosure  shall not be permitted to the extent,  but only to the extent,  such
disclosure would  reasonably be considered to result in  noncompliance  with the
securities laws of any applicable jurisdiction.  For the avoidance of doubt, the
parties  acknowledge  and agree that the tax  treatment and tax structure of any
transaction  does not  include  the name of any  party to a  transaction  or any
sensitive  business  information   (including,   without  limitation,   specific
information about any party's intellectual property or other proprietary assets)
unless such  information  may be related or relevant to the purported or claimed
federal income tax treatment of the transaction.


                                      -49-
<PAGE>

         If you agree with the terms of this  Agreement,  including the Exhibits
attached  hereto and the other documents  referred to herein,  please sign below
where indicated in your capacity as President and Chief Executive Officer of the
Borrower.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.]



                                      -50-
<PAGE>








                           Agreement  BANK OF
                           AMERICA, N.A.



                           By: /S/ ELISE M. RUSSO
                               -----------------------
                                Name: Elise M. Russo
                                Title: SVP


ACCEPTED AND AGREED TO:


NATIONAL DENTEX CORPORATION



By: /S/RICHARD F. BECKER
    -----------------------------------------
     Name: Richard F. Becker
     Title: Executive V.P., Treasurer & CFO


GREEN DENTAL LABORATORIES, INC.



By: /S/ RICHARD F. BECKER
    -----------------------------------------
     Name: Richard F. Becker
     Title: Assistant Treasurer



                   Signature Page to Amended and Restated Loan