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AMENDMENT TO SECURITIES PURCHASE AGREEMENT, CONSENT TO ALLONGE TO SENIOR SUBORDINATED NOTE AND PIK NOTES, CONSENT TO DISPOSITIONS AND WAIVER    
  



    THIS AMENDMENT TO SECURITIES PURCHASE AGREEMENT, CONSENT TO ALLONGE TO SENIOR SUBORDINATED NOTE AND PIK NOTES, CONSENT TO DISPOSITIONS
AND WAIVER(this "Amendment") is entered into as of the thirteenth day of April 2001, by and among GENTLE DENTAL SERVICE
CORPORATION, a Washington corporation ("GDSC"), GENTLE DENTAL MANAGEMENT, INC., a Delaware corporation
("GDMI"), DENTAL CARE ALLIANCE, INC., a Delaware corporation ("DCA"), INTERDENT, INC., a Delaware corporation
("Parent"), the Subsidiaries of the Issuers named as "Subsidiary Guarantors" herein, and LEVINE LEICHTMAN CAPITAL PARTNERS II, L.P., a California
limited partnership (the "Purchaser"). 


    WHEREAS, the Issuers and the Purchaser entered into that certain Securities Purchase Agreement, dated as of June 15, 2000 (the
"Securities Purchase Agreement") providing, inter alia, for the sale to the Purchaser of the Note in the principal amount of $25,500,000.00; and 



    WHEREAS, the Issuers have committed certain defaults and events of default under the Senior Credit Agreements and have requested the
Senior Lenders to waive those defaults and events of default and to amend the Senior Credit Agreements; and 


    WHEREAS, the Senior Lenders have conditioned their waivers to and the amendments of the Senior Credit Agreements upon the Issuers and
the Purchaser entering into this Amendment and amending the Note as set forth in the Allonge (as defined below); and 


    WHEREAS, the Purchaser will receive significant benefits from the waivers and amendments to the Senior Credit Agreements; and 



    WHEREAS, the Issuers have requested that the Purchaser consent, and the Purchaser has agreed to consent, to (i) the sale of
assets of GDSC and its subsidiary, DentalCo Management Services of Maryland, Inc. ("DMSM"), that are used in the operations of the Affiliated
Dental Practices known as Mid-Atlantic Dental Associates of Annapolis and Mid-Atlantic Dental Associates of Cross Keys (the "Annapolis/Cross Keys
Practices") to MON Acquisition Corp., pursuant to an Asset Purchase Agreement dated on or about April 12, 2001 (the "MON
Disposition"), (ii) the sale of assets of GDSC that are used in the operations of the Affiliated Dental Practice conducted by Burns Dental Corporation under the name
Naismith Dental Group to Villanova, LLC., pursuant to an Asset
Purchase Agreement dated April 2001 (the "Villanova Disposition"), and (iii) the sale by Parent of all outstanding stock of DCA and assets
used in connection with the operation and management of DCA and certain Attributed Dental Practices (the "DCA Disposition", the MON Disposition, the
Villanova Disposition and the DCA Disposition being herein referred to as the "Dispositions"); and 


    WHEREAS, in connection with the MON Disposition, GDSC will enter into an amendment to the Management Agreement for the Annapolis/Cross
Keys Practices, which amendment requires the consent of the Purchaser. 


    NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree as follows: 


    1.  Capitalized Terms.  Capitalized terms used herein without definition have the meanings assigned to
such terms in the Securities Purchase Agreement. 


    2.  Allonge to the Note and the PIK Notes.  



    (a) The
Purchaser hereby consents to and accepts the amendment to the Note set forth in that Allonge dated as of the date hereof in the form attached hereto as
Exhibit A (the "Allonge"), and agrees that the terms of the Note are modified by the Allonge. 



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    (b) The Purchaser hereby consents to and agrees to amend each PIK Note on the terms set forth in the Allonge, and agrees that the terms of each PIK Note are modified by
the Allonge. 


    (c) Purchaser
will attach an Allonge to the Note and to each PIK Note. If Purchaser sells or assigns the Note (in whole or in part) or any PIK Note (in whole or in
part) or sells a participation in any of them, it will deliver to its purchaser, Assignee or participant, as the case may be, the Allonge and take appropriate steps so that its purchaser, Assignee or
participant is aware that the Allonge has amended the Note and all PIK Notes. 



    (d) The
Purchaser represents and warrants that: (i) it is the sole holder of the Note and all PIK Notes, (ii) it has not assigned, hypothecated or sold
any interest or participation in the Note or any PIK Note,
and (iii) it has full power and authority to enter into this Amendment and to consent to and accept the Allonge to the Note and to the PIK Notes. 




    3.  Amendments to Securities Purchase Agreement.  



    (a) Section 1.1
of the Securities Purchase Agreement is hereby amended by adding the following definitions: 



    "'Allonge' has the meaning set forth in the Amendment. 


    'Amendment' shall mean that certain Amendment to Securities Purchase Agreement, Consent to Allonge to Senior Subordinated Note and PIK
Notes, Consent to Dispositions and Waiver, dated as of April 13, 2001. 


    'Dispositions' has the meaning set forth in the Amendment. 


    'DCA Disposition' has the meaning set forth in the Amendment. 


    'MON Disposition' has the meaning set forth in the Amendment. 


    'PIK Note' means any note issued as the payment of interest pursuant to the Note or any other PIK Note. 


    'Villanova Disposition' has the meaning set forth in the Amendment." 




    (b) Section 1.1
of the Securities Purchase Agreement is hereby amended by deleting clause (v) of the definition of the term "Change in Control," and
inserting the following in lieu thereof: 



    "(v)  Stephen
R. Matzkin, D.D.S. shall cease to be the Co-Chairman, President and Chief Dental Officer of Parent with significant daily senior management
responsibilities, provided that Mr. Matzkin is not replaced, or, if such change occurred in connection with the DCA Disposition, all senior
management responsibilities of Mr. Matzkin are not reallocated to other officers of Parent, on an interim basis by the
Board of Directors of Parent within ninety (90) days after the effective date of his resignation, termination, removal or death and such Board of Directors does not thereafter use its best
efforts to retain a permanent replacement or permanently reallocate his duties to other officers of the Parent provided, that if Mr. Matzkin's significant management responsibilities are
reallocated in connection with the DCA Disposition, such reallocation must be acceptable to the Purchaser in its reasonable discretion, and Purchaser's exercise of such discretion shall not be
unreasonably withheld or delayed or require that any Company Party pay the Purchaser consideration in any form or type (other than any consideration payable pursuant to Section 1(e) of the Note
or Section 5 of the Note); or" 




    (c) Effective
upon the closing of the DCA Disposition, the Securities Purchase Agreement is amended to delete DCA from the definition of "Company Party," "Company
Parties," "Issuer" and "Issuers." 



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    (d) Section 1.1 of the Securities Purchase Agreement is hereby amended by adding to the definition of "Obligations," immediately after the phrase "the Note," the
phrase "the Allonge." 


    (e) Section 1.1
of the Securities Purchase Agreement is hereby amended by deleting the definition of the term "Senior Financial Covenants", and inserting the
following in lieu thereof: 



    "Senior Financial Covenants' shall mean, individually or collectively, the financial covenants set forth in Sections 7.08 (Cash Flow),
7.09 (Leverage Ratio), and 7.10 (Liquidity) of the Senior Credit Agreements, as such financial covenants may be modified from time to time, together with any new financial covenants included in the
Senior Credit Documents on or after the date hereof." 




    (f)  Clause (i)
of Section 10.5 of the Securities Purchase Agreement is amended by deleting the phrase "so long as no Default or Event of Default has
occurred and is continuing or would occur as a result thereof,". 


    (g) Effective
March 31, 2001, Sections 10.16(a), (b) and (c) of the Securities Purchase Agreement are hereby amended by deleting these Sections in
their entirety and inserting the following in lieu thereof: 



    "(a)  Cash Flow. The Company Parties shall not permit Cash Flow (as defined in the March 2000 Senior Credit
Agreement) at the end of the fiscal quarter ending March 31, 2001, the two fiscal quarter period ending June 30, 2001, the three fiscal quarter period ending September 30, 2001
and any four fiscal
quarter period ending thereafter to be less than the amounts shown below opposite such quarter end date: 




	Quarter Ending
	 	Cash Flow

	March 31, 2001	 	$	3,825,000
	June 30, 2001	 	 	7,735,000
	September 30, 2001	 	 	11,645,000
	December 31, 2001	 	 	15,810,000
	March 31, 2002	 	 	16,745,000
	June 30, 2002	 	 	17,680,000
	September 30, 2002	 	 	18,615,000
	December 31, 2002	 	 	19,550,000
	March 31, 2003	 	 	20,612,500
	June 30, 2003 and thereafter	 	 	21,250,000







    "(b)  Leverage Ratio. The Company Parties shall not permit the Leverage Ratio (as defined in the March 2000
Senior Credit Agreement) of Holdings and its Subsidiaries (on a consolidated basis) at the end of any fiscal quarter to be greater than: 




	Quarter Ending
	 	Ratio

	March 31, 2001	 	3.76:1.00
	June 30, 2001	 	3.76:1.00
	September 30, 2001	 	3.76:1.00
	December 31, 2001	 	3.53:1.00
	March 31, 2002	 	3.24:1.00
	June 30, 2002	 	2.94:1.00
	September 30, 2002	 	2.65:1.00
	December 31, 2002	 	2.24:1.00
	March 31, 2003	 	2.00:1.00
	June 30, 2003 and thereafter	 	1.76:1.00





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    "(c)  Liquidity. The Company Parties shall not permit the sum of (i) the undrawn Revolving Credit Commitments (as
defined in the Senior Credit Agreements) for the two Senior Credit Agreements combined, plus (ii) unused commitments under new debt financing
ranked junior to the obligations under the Senior Credit Agreements, plus (iii) cash on hand of the Company Parties on deposit with the Senior
Administrative Agent or subject to blocked account agreements in favor of the Senior Lenders, on the last day of each month shown below, to be less than the correlative amount for such month: 




	Month
	 	Liquidity Amount

	March 31, 2001	 	$	1,955,000
	April 30, 2001	 	 	1,955,000
	May 31, 2001	 	 	1,955,000
	June 30, 2001	 	 	3,230,000
	July 31, 2001	 	 	2,975,000
	August 31, 2001	 	 	2,720,000
	September 30, 2001	 	 	2,465,000
	October 31, 2001 and thereafter	 	 	2,125,000







provided, that the minimum liquidity amount at April 30, 2001 and May 31, 2001 shall increase to $3,230,000 if the Dispositions occur in
April 2001, and the minimum liquidity amount at May 31, 2001 shall increase to $3,230,000 if the Dispositions occur in May 2001. 




    (h) Sections
10.16(d), (e), (f) and (g) of the Securities Purchase Agreement are hereby deleted in their entirety. 


    (i)  Section 10.16(h)
of the Securities Purchase Agreement is hereby amended by adding the following at the end thereof: 




"provided, however, that, on the date on which the Senior Financial Covenants are modified to give effect to the DCA Disposition, on one occasion only,
the covenant levels set forth in clauses (a), (b) and (c) above shall be modified to reflect the modifications made to the corresponding Senior Financial Covenants at levels such that
such covenant levels are 15% less restrictive than the new Senior Financial Covenants (e.g., if the new Senior Financial Covenant level for Cash Flow is $30,000,000, the Cash Flow level herein shall
be $25,500,000; if the Senior Financial Covenant level for the Leverage Ratio is 2.25:1.00, the Leverage Ratio herein shall be 2.65:1.00); provided that
to the extent that the modifications to the Senior Financial Covenants include other modifications other than pro forma accounting and financial changes occurring as a result of the DCA Disposition,
the modifications to the covenants set forth herein shall be made without giving effect to such other modifications." 


    4.  Waiver of existing Defaults and Events of Default; Mergers and Dissolutions of Subsidiaries.  



    (a) Purchaser
hereby waives, as of the date hereof, but only for the dates specified in Schedule A attached hereto, those Defaults and Events of Default set
forth on Schedule A, as well as all defaults set forth in Section 3 of Amendment Agreement No. 3 and Waiver to the March 2000 Senior Credit Agreement, Section 3 of
Amendment Agreement No. 6 and Waiver to the June 1999 Senior Credit Agreement and any defaults arising under the Securities Purchase Agreement or the Note as a result thereof. LLCP
represents that it is not aware of any other Defaults or Events of Defaults. 


    (b) Purchaser
consents to (i) the dissolution of SPDS DMI, Inc., Gentle Dental IF, Inc., GMS Dental Group Management of Southern
California, Inc., Gentle Dental of Irvine, Inc., Gentle Dental Legacy, Inc., GMS Dental Management of Hawaii, Inc., and GDSC of Piedmont, Inc.,  provided that each such
dissolution results in the assets (if any) and liabilities (if any) of each 



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dissolving company being assumed by the dissolving company's immediate parent, and (ii) the merger of Serra Park Dental Services, Incorporated into GDMI. Purchaser waives any Default or Event
of Default that resulted or would result from any such merger or dissolution and agrees that no such merger or dissolution shall constitute a Change in Control. Upon such dissolution or merger
becoming effective, the dissolving or merged company shall cease to be a Guarantor of the Obligations. 




    5.  Consent to Dispositions.  



    (a) Notwithstanding
Sections 10.10, 10.11 or any other provision of the Securities Purchase Agreement to the contrary, Purchaser hereby consents to the Dispositions,
including (without limitation) the amendment to the Management Agreement for Mid-Atlantic Dental Associates, P.A. that excludes the Annapolis/Cross Keys Practices from the operation of
such agreement entered into in connection with the MON Disposition, and agrees that no Disposition shall constitute a Change in Control. 


    (b) Contemporaneously
with the closing of the DCA Disposition, (i) DCA and DCA's subsidiaries shall be, and are hereby automatically released from all
Obligations, (ii) Purchaser will accept an allonge to the Note and each PIK Note deleting DCA as an Issuer and payor of such notes, and (iii) each Subsidiary of DCA shall be released
from any Guarantee of any Obligations. 


    (c) The
foregoing consent to the DCA Disposition is expressly conditioned upon, and shall not be effective until satisfaction of, the following conditions: 



     (i) The
Senior Lenders shall have given their written consent to the DCA Disposition, and a copy of such written consent shall have been delivered to Purchaser; 



    (ii) The
Holders of the 7% Convertible Subordinated Notes shall have given their written consent to the DCA Disposition, and a copy of such written consent shall have
been delivered to Purchaser, and shall have received no additional consideration therefor, other than the reduction of the conversion price thereof by an amount not to exceed $2.71 per share; 


    (iii) If
and to the extent that either the Senior Lenders or the Holders of the 7% Convertible Subordinated Notes shall receive any further or additional consideration
for, in respect of or in connection with granting their consent to any Disposition, Purchaser shall have received equivalent consideration. By way of example and not limitation, if the conversion
price of the 7% Convertible Subordinated Notes is reduced pursuant to the 7% Subordinated Debt Amendments or otherwise, then the exercise price for the Restated LLCP Warrant shall be reduced dollar
for dollar. Further, if any consideration in excess of or in addition to the consideration reflected in the Senior Credit Agreements, as amended through the date hereof by Amendment Agreement
No. 3 and Waiver and Amendment Agreement No. 6 and Waiver in the form provided to Purchaser on the date hereof is paid to the Senior Lenders under the Senior Credit Agreements in
connection with the Dispositions, or any of them, then Purchaser shall be entitled to additional consideration, equal in kind and amount, computed on a dollar for dollar basis; and 



    (iv) All
expenses of Purchaser reimbursable in accordance with Section 8.6 of the Securities Purchase Agreement not previously reimbursed to Purchaser shall have
been reimbursed in full. 





    6.  Additional Guarantors.  DentalCo Management Services of Maryland, Inc. and the Dental
Center, Inc., each agrees to join the Securities Purchase Agreement as a Guarantor of the Obligations and hereby agrees to be bound by the terms and conditions of the Securities Purchase
Agreement as a Subsidiary Guarantor, including the provisions of Article 11 of the Securities Purchase Agreement. 


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    7.  Conditions to Effectiveness.  


    This
Amendment shall become effective upon the execution and delivery of counterparts hereof by the parties and the fulfillment of the following conditions (provided, however, that
the effectiveness of the
consent given in Section 5 hereof shall be further conditioned on the express conditions set forth in Section 5): 



    (a) Purchaser
shall have received certified copies of resolutions of the board of directors for each Company Party, approving and authorizing the execution, delivery,
and performance of this Amendment, the Allonge and the Restated LLCP Warrant, certified as of the date hereof by its corporate secretary or an assistant secretary as being in full force and effect
without modification or amendment. 


    (b) Purchaser
shall have received each of the following documents, duly executed by each person which is a party thereto: 



     (i) The
Restated LLCP Warrant; 


    (ii) The
Allonge; 


    (iii) One
(1) copy of each of the Bank Warrants; 


    (iv) One
(1) copy of each of the Credit Agreements, including but not limited to that certain Amendment Agreement No. 3 and Waiver and that certain
Amendment Agreement No. 6 and Waiver; 


    (v) One
(1) copy of the consent of the Holders of the 7% Convertible Subordinated Notes, and the Amendment to the 7% Convertible Subordinated Promissory Notes; 


    (vi) A
certificate of an officer of Parent, stating that (x) no consideration has been paid or accrued by the Senior Lenders or the holders of the 7% Convertible
Subordinated Notes in respect of the transactions consented to hereby other than that previously disclosed to Purchaser in writing, and (y) all other terms and provisions of that certain Letter
Agreement by and between Purchaser and Parent, dated as of April 9, 2001 have been fully complied with; and 


   (vii) All
expenses of Purchaser reimbursable in accordance with Section 8.6 of the Securities Purchase Agreement incurred in connection with this Amendment have
been reimbursed in full. 




    (c) Parent
hereby agrees and acknowledges that the amendment fee and all other consideration to be given to Purchaser in connection with this Amendment or the consents
granted herein, expressly including, but not limited to, the amendment fee in the amount of Two Million Two Hundred Fifty Thousand Dollars ($2,250,000), as reflected in the Allonge to the Senior
Subordinated Note, or the amendment and restatement of the LLCP Warrant, as reflected in the Amended and Restated Warrant, of even date herewith, are fully earned and non-refundable upon
execution and delivery of this Amendment. 




    8.  Miscellaneous.  



    (a) Except
as herein expressly amended, the Securities Purchase Agreement is ratified and affirmed in all respects and shall remain in full force and effect in
accordance with its terms. 


    (b) The
waivers set forth in Section 4 hereof shall be limited precisely as written and shall not be deemed to constitute a waiver of compliance by any Company
Party of any term or condition of the Securities Purchase Agreement or the Note occurring after the date hereof. 



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    (c) This Amendment may be executed by the parties hereto individually or in combination, in one or more counterparts, each of which shall be an original and all which
shall constitute one and the same agreement. 


    (d) Delivery
of an executed counterpart of a signature page to this Amendment by telecopier shall be effective as delivery of a manually executed counterpart of this
Amendment. 


    (e) This
Amendment shall be governed by, construed and interpreted in accordance with, the laws of the State of California applicable to contracts made and performed in
that state (without regard to the choice of law or conflicts of law provisions thereof) and any applicable laws of the United States of America. 


    (f)  The
parties hereto shall, at any time and from time to time following the execution of this Amendment, execute and deliver all such further instruments and take
all such further actions as may be reasonably necessary or appropriate in order to carry out the provisions of this Amendment. 



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    IN WITNESS WHEREOF, the parties have caused this Amendment to be executed and delivered by their duly authorized representatives on the
date first above written. 



	 	 	ISSUERS
	

 	
 	

GENTLE DENTAL SERVICE CORPORATION, a Washington corporation
	

 	
 	

By:	
 	

/s/ MICHAEL T. FIORE
 Michael T. Fiore President and Chief Executive Officer
	

 	
 	

GENTLE DENTAL MANAGEMENT, INC., a

Delaware corporation
	

 	
 	

By:	
 	

/s/ MICHAEL T. FIORE
 Michael T. Fiore

President and Chief Executive Officer
	

 	
 	

DENTAL CARE ALLIANCE, INC., a Delaware

corporation
	

 	
 	

By:	
 	

/s/ STEVEN R. MATZKIN, D.D.S.
 Steven R. Matzkin, D.D.S.

President and Chief Executive Officer
	

 	
 	
PARENT AND GUARANTOR
	

 	
 	

INTERDENT, INC., a Delaware corporation
	

 	
 	

By:	
 	

/s/ MICHAEL T. FIORE
 Michael T. Fiore

Co-Chairman and Chief Executive Officer



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	 	 	SUBSIDIARY GUARANTORS
	

 	
 	

GMS DENTAL GROUP MANAGEMENT OF

HAWAII, INC., a Hawaii corporation
	

 	
 	

By:	
 	

/s/ MICHAEL T. FIORE
 Michael T. Fiore

President
	

 	
 	

GENTLE DENTAL OF IRVINE, a California

corporation
	

 	
 	

By:	
 	

/s/ MICHAEL T. FIORE
 Michael T. Fiore

President
	

 	
 	

GDSC OF PIEDMONT, INC., a California corporation
	

 	
 	

By:	
 	

/s/ MICHAEL T. FIORE
 Michael T. Fiore

President
	

 	
 	

GENTLE DENTAL LEGACY, INC., a Nevada corporation
	

 	
 	

By:	
 	

/s/ MICHAEL T. FIORE
 Michael T. Fiore

President
	

 	
 	

DENTAL CARE ALLIANCE OF FLORIDA, INC., a Florida corporation
	

 	
 	

By:	
 	

/s/ STEVEN R. MATZKIN
 Steven R. Matzkin

President



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DENTAL CARE ALLIANCE OF MICHIGAN, INC., a Michigan corporation
	

 	
 	

By:	
 	

/s/ STEVEN R. MATZKIN
 Steven R. Matzkin

President
	

 	
 	

DENTAL CARE ALLIANCE OF GEORGIA, INC., a Florida corporation
	

 	
 	

By:	
 	

/s/ STEVEN R. MATZKIN
 Steven R. Matzkin

President
	

 	
 	

DENTAL CARE ALLIANCE OF INDIANA, INC., a Florida corporation
	

 	
 	

By:	
 	

/s/ STEVEN R. MATZKIN
 Steven R. Matzkin

President
	

 	
 	

DENTAL ONE ASSOCIATES, INC., a Georgia corporation
	

 	
 	

By:	
 	

/s/ STEVEN R. MATZKIN
 Steven R. Matzkin

President
	

 	
 	

DENTAL CARE ALLIANCE OF PENNSYLVANIA, INC., a Florida corporation
	

 	
 	

By:	
 	

/s/ STEVEN R. MATZKIN
 Steven R. Matzkin

President



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	Additional Companies as Guarantors:	 	DENTALCO MANAGEMENT SERVICES OF MARYLAND, INC., as a Guarantor
	

 	
 	

By:	
 	

/s/ MICHAEL T. FIORE

	 	 	Name: Michael T. Fiore

Title: President
	

 	
 	

THE DENTAL CENTER, INC., as a Guarantor
	

 	
 	

By:	
 	

/s/ MICHAEL T. FIORE

	 	 	Name: Michael T. Fiore

Title: President
	

 	
 	
PURCHASER
	

 	
 	

LEVINE LEICHTMAN CAPITAL PARTNERS, INC., a California corporation
	

 	
 	

        On behalf of LEVINE LEICHTMAN

        CAPITAL PARTNERS II, L.P., a California

        limited partnership
	

 	
 	

        By: /s/ LAUREN B. LEICHTMAN

              _______________________________

              Lauren B. Leichtman

              Chief Executive Officer




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Schedule A    
  


List of Defaults 


	1.
	Leverage
Ratio; Interest Leverage Ratio, (a) Leverage Ratio (senior debt leverage ratio)



	2.
	Leverage
Ratio; Interest Leverage Ratio, (b) Interest Leverage Ratio (total debt leverage ratio)



	3.
	Net
Worth



	4.
	Fixed
Charge Ratio



	5.
	Interest
Coverage Ratio {EBITDA / (Cash Interest + Preferred Dividends)}



	6.
	Interest
Coverage Ratio {(EBITDA—CAPEX) / (Cash Interest + Preferred Dividends)}



	7.
	Cross
Default to Senior Debt through the effective date of this amendment, for those defaults waived in Section 3 of the Amendment Agreement No. 3 and Waiver, and in
Section 3 of the Amendment Agreement No. 6 and Waiver, only as of the dates, for the periods, and to the extent waived by the Senior Lenders in such documents



	8.
	Payment
Default with respect to October 2000, November 2000, December 2000, January 2001, February 2001 and March 2001 interest payments



	9.
	Any
failure to notify the Purchaser of any of the defaults specified above.



	10.
	Any
cross default to the Convertible Subordinated Notes to the same extent that any such defaults have been waived by the holders of such notes as of the date hereof. 



Defaults
noted in items 1 and 2 are defaults occurring as of September 30, 2000, December 31, 2000 and March 31, 2001. Defaults noted in items 3 through 6, inclusive, are defaults
occurring as of December 31, 2000 and March 31, 2001. 



Schedule A–1









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AMENDMENT TO SECURITIES PURCHASE AGREEMENT, CONSENT TO ALLONGE TO SENIOR SUBORDINATED NOTE AND PIK NOTES, CONSENT TO DISPOSITIONS AND WAIVER


Schedule A