SECURED CREDIT AGREEMENT

                       (ACCOUNTS RECEIVABLE AND INVENTORY)

                                                          Date:   JUNE 25, 1996


        NBD BANK ("Lender") and Professional  Dental  Technologies,  Inc., d/b/a
Pro-Dentec,  d/b/a Prism,  d/b/a Rota Point and Professional  Dental Hygienists,
Inc., d/b/a  Professional  Dental  Technologies and Services  (collectively  the
"Borrower") agree to the following:

        1.  LINE  OF  CREDIT.  Lender,  in its  sole  discretion,  will  lend to
Borrower, on the terms described in this Agreement,  up to the principal sum of:
(a) up to 75% of the net amount of  "eligible"  Receivables  (as  determined in
accordance  with  Paragraph  8 below);  and (b) up to 25% of the lesser of the
cost or market value, or whatever other  reasonable  valuation is set by Lender,
of "eligible"  Inventory (as  determined in accordance  with Paragraph 8 below).
The maximum  principal  amount to be  advanced  to  Borrower  under this line of
credit will not exceed  $3,000,000.00 at any one time outstanding,  of which the
maximum  principal  amount to be  advanced  against  the  security  of  eligible
Inventory will not exceed $ 400,000,00.

             Lender  shall not be obligated to lend or relend to Borrower at any
time under this line of credit;  each  borrowing  or  reborrowing  which is made
under  this  line of  credit  will be made at the  option  of,  and in the  sole
discretion,  of  Lender.  Without  in any way  limiting  the  generality  of the
foregoing,  Lender  may,  at any  time  and  from  time  to  time,  in its  sole
discretion,  change or reduce the  percentage  advance  rates  against  eligible
Receivables  and  eligible  Inventory  set  forth in the  immediately  preceding
paragraph.

        2. RATE OF INTEREST. The rate of interest to be charged on all advances,
whether under this Agreement,  any supplement,  or otherwise  ("Interest Rate"),
will be 1.50  percentage  points per annum higher than the prime per annum rate
of  interest  adjusted  on a daily  basis,  based on such  rates  as  announced,
published or determined  by Lender (the "Prime Rate") and after  maturity of the
obligations  (whether  upon demand for payment,  default  under this  Agreement,
expiration of term, termination,  acceleration or otherwise),  the Interest Rate
will be 3.50 percentage points per annum higher than the Prime Rate. However, in
no event shall the Interest Rate be more than the highest rate permitted by law.
For purposes hereof,  the "Prime Rate" is that rate of interest which the Lender
shall from time to time announce to be the Lender's  Prime Rate.  The Prime Rate
is set by the Lender based upon various factors, including its costs and desired



(THIS AGREEMENT  CONTAINS BOTH A GRANT OF A SECURITY INTEREST IN RECEIVABLES AND
INVENTORY AND A PROMISE TO MAKE PAYMENT OF FUNDS BORROWED.)



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return, general economic conditions and other factors and is used as a reference
point for pricing some loans. Lender may make loans at, above or below the Prime
Rate. Any change in the Prime Rate shall immediately effect a change in the rate
of interest  payable  hereunder.  Such interest will be payable to Lender at the
close of each  month,  and Lender may  charge  the  amount of such  interest  to
Borrower's  account at that time.  Interest  charged  on all  advances  shall be
calculated  on the  basis of a year of 360 days for the  actual  number  of days
elapsed in a month,  using the net debit balance owing to Lender at the close of
each day of each respective month. After allowing 3 business days for collection
of checks and other instruments (and subject to final  collection),  Lender will
credit to Borrower's account the net amount of cash received by Lender.

        3.  GRANT OF SECURITY: RECEIVABLES AND INVENTORY.

            (a) As security  for all  advances  from  Lender,  and for all other
       obligations  as  more  particularly   described  below  in  Paragraph  5,
       chargeable to Borrower's  account,  Borrower hereby grants Lender a first
       lien and security interest in: (1) all Receivables now or hereafter owned
       by Borrower; and (2) all Inventory now or hereafter owned by Borrower and
       wherever located.

            (b) The term "Receivables"  means all obligations of any kind at any
       time  owing to  Borrower,  and  whether  now  existing  or arising in the
       future.  Receivables include the following  classifications of collateral
       under  the  Uniform  Commercial  Code:  accounts,   accounts  receivable,
       contract rights, causes of action (including,  without limitation, causes
       of action and recoveries under U.S.C.  Sections 542-550 and 553), general
       intangibles  (including  all  state  and  federal  tax  refunds,  pension
       refunds,  together with the goodwill of the business  connected  with the
       use of, and  symbolized  by,  any of the  foregoing,  all trade  secrets,
       patent,  trademark and copyright royalties or like payments,  proceeds of
       condemnation,  awards,  proceeds of  judgments  and  proceeds of fire and
       other property insurance,  such as business interruption  insurance,  and
       all certificates of public convenience and necessity, and all proceeds of
       insurance  applicable  to the  Receivables  or returned  goods),  chattel
       paper,  documents,  instruments,   deposits,  and  all  proceeds  of  the
       foregoing,  as well as all security  which  Borrower has for any of these
       Receivables,  and all of Borrower's rights to any goods or other property
       sold or leased which may be represented by such Receivables.

            (c) The term  "Inventory"  includes  all goods  intended for sale or
       lease by Borrower, or to be furnished by Borrower under contracts of sale
       or  service,  all  raw  materials,  goods  in  process,  finished  goods,
       materials and supplies of every nature used or useable in connection with
       the manufacture,  packing,  shipping,  advertising,  selling,  leasing or
       furnishing of such goods,  all documents  evidencing or representing  the
       same,  wherever located,  and all proceeds of such collateral,  including
       insurance  proceeds.  Lender's  security   interest  in  Inventory  will
       continue through all stages of manufacture and will, without further act,
       attach to raw materials,  to goods in process,  to the finished goods, to
       the  Receivables  or  other  proceeds  resulting  from  the sale or other
       disposition  of  Inventory,  to all such  Inventory as may be returned to
       Borrower by its  customers,  and all proceeds of  insurance  arising from
       loss or damage to any Inventory.


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            (d) The  Inventory  and  Receivables  shall be  security  for all of
       Borrower's  obligations  to  Lender,   including,  but  not  limited  to,
       borrowings under this Agreement and for all other obligations  chargeable
       to Borrower's account under this Agreement and other agreements  Borrower
       has or may have with Lender.  Lender may also have other  collateral  for
       the Borrower's  obligations.  Until all such  obligations have been fully
       paid or satisfied, Lender's security interest will continue in full force
       and effect.

        4.  GRANT OF SECURITY: BUSINESS  RECORDS.  In addition to Lender's other
security,  Borrower  hereby  grants  Lender a lease and first lien and  security
interest in all of Borrower's  books of accounts,  ledgers,  computer  software,
computer  printouts and other  computerized  records and cabinets in which there
are  reflected  or  maintained  the  Receivables  in which Lender has a security
interest,  or which relate to any other  security  Lender may hold from Borrower
and all supporting  evidence and documents relating to such security in the form
of written  applications,  credit information,  account cards,  payment records,
correspondence, delivery and installation certificates, invoice copies, delivery
receipts, notes and other evidences of indebtedness,  insurance certificates and
the like. For convenience, these documents are called "Business Records." Lender
and its representatives shall, at all reasonable times during business hours, be
entitled to free and  undisputed  access to such Business  Records,  and to make
copies and extracts  from such Business  Records.  All future  Business  Records
which Borrower may acquire or develop concerning  Receivables and other security
for the advances shall also and without further act be subject to the provisions
of this  Agreement,  and Lender  shall have a lease and first lien and  security
interest in them.

        5. PAYMENT AND  OBLIGATIONS.  ALL OF BORROWER'S  OBLIGATIONS  TO LENDER,
WHETHER  ARISING  UNDER THIS  AGREEMENT,  ANY TERM NOTE OR  OTHERWISE,  SHALL BE
PAYABLE UPON DEMAND.  Borrower's  obligations to Lender include the principal on
all loans and  advances,  whether  under  this  Agreement,  any Term  Note(s) or
otherwise,  including  advances under the line of credit in excess of the limits
set forth in Paragraph 1 above, the interest accrued and unpaid, all liabilities
acquired by purchase by Lender,  by assignment or  participation,  and all other
obligations,  however arising,  whenever arising, however evidenced, and whether
absolute or contingent, due or to become due, including, without limitation, all
obligations of Borrower arising under any guaranty agreements.  Furthermore, all
reasonable  costs and  expenses  incurred by Lender or its agents in  connection
with this Agreement,  including the preparation and review of this Agreement and
all related agreements and documents,  a collateral monitoring fee, of $1,500.00



                                     - 3 -


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per  quarter  payable in  arrears,  each  January 1st , April 1st , July 1st and
October 1st, and all other  obligations to Lender,  shall be part of Borrower's
obligations and secured by the  Receivables  and Inventory and other  collateral
security  granted  to  Lender.   Such  costs  and  expenses  include  reasonable
attorneys'  fees and court costs  incurred by Lender in  obtaining  legal advice
regarding this Agreement or in enforcing payment of Borrower's obligations or to
obtain payment of any of the Receivables or to perfect, renew or extend Lender's
security  interest  or to  defend  any  action  or  proceeding  related  to this
Agreement or any Receivables, Inventory or other collateral, including any costs
and expenses of any  proceeding in which Lender is involved with Borrower or any
customer of Borrower's, such as the costs and fees of lifting the automatic stay
or  participating  in any  bankruptcy  proceeding,  the costs of preserving  and
liquidating the Receivables and Inventory or other  collateral  security and the
amount of all unpaid  taxes,  fees,  assessments  and similar  charges  owing by
Borrower  to  any  governmental   authority,   but  only  with  respect  to  the
Receivables,  Inventory or other collateral and not otherwise,  and which Lender
is required to pay or deposit for Borrower's account.

        6. WARRANTIES AND COVENANTS RE: RECEIVABLES. Borrower warrants to Lender
that all  existing  or future  Receivables  at the time of their  assignment  to
Lender,  will be valid,  genuine and  existing  obligations  created by sale and
actual  delivery  by Borrower  of goods or other  property  or through  Borrower
performing services or furnishing other sufficient  consideration to its account
debtors and other obligors, in the regular course of Borrower's business.  These
account debtors and other obligors are hereafter  referred to as the "Customer."
Borrower's  Receivables  will be  free  of all  security  interests,  liens  and
encumbrances,  except in Lender's favor, and shall be  unconditionally  owing to
Borrower without any defense,  offset or  counterclaim.  All of the shipping and
delivery  receipts and other  documents  to be given to Lender by Borrower  with
respect to the Receivables will be genuine.  If any of these  Receivables  arise
out of contracts with the United States or any of its  departments,  agencies or
instrumentalities,  Borrower  shall advise Lender of this fact.  Borrower  shall
execute  any  and  all  documents  required  by  law in  order  to  assign  such
Receivables  and the  proceeds  thereof to Lender and give proper  notice of the
assignment  in accordance  with the  requirements  of the Federal  Assignment of
Claims Act, as amended, or any similar law now in force or passed in the future.
If there are any disputes with Borrower's Customers, Borrower will notify Lender
promptly and settle with them at no expense or detriment to Lender.

        7.  WARRANTIES AND COVENANTS RE: INVENTORY.

            (a) Borrower  jointly and  severally  warrants that all Inventory is
        and shall be kept by Borrower at the following locations:



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        633  Lawrence,   2410  Harrison,   1210  Batesville  and  301  N.  Main,
Batesville, Arkansas 75201

and shall not (without  prior  written  approval of Lender) be removed from such
location(s) except for purposes of sale in the ordinary course of business.

             (b)  All  Inventory  of  Borrower  will  be  free  of all  security
        interests,  liens  and  encumbrances,  or  consignment  arrangements  or
        agreements,  except  those in favor of Lender and those  consented to in
        writing by Lender.

             (c) Borrower shall perform any and all steps  reasonably  requested
        by Lender to protect,  preserve and further  perfect  Lender's  security
        interest in the Inventory.  Such steps shall include leasing  warehouses
        to Lender or its designee,  transferring Inventory to such warehouses or
        to  public  warehouses,   placing  and  maintaining  signs,   appointing
        custodians,   and  executing  and  filing   financing  or   continuation
        statements  in  form  and  substance  satisfactory  to  Lender.  If  any
        Inventory is in the possession or control of any of Borrower's agents or
        processors,  Borrower shall notify them of Lender's  security  interest,
        and upon Lender's request,  instruct them to hold all such Inventory for
        Lender's account and subject to Lender's instructions.

             (d) Lender may,  in its  discretion,  at any time,  pursuant to the
        power of attorney granted in this Agreement,  notify Borrower's  agents,
        processors or any warehousemen who have possession of any Inventory,  of
        Lender's security interest, and that all such Inventory must be held for
        Lender's account and subject to its instructions.

        8.  ELIGIBLE RECEIVABLES AND INVENTORY.

            (a) The  determination  of  whether  Receivables  or  Inventory  are
        "eligible" is one that will be made entirely by Lender,  but in no event
        shall  Receivables  that are more than 90 days old (based on the billing
        date) or 30 days old (based on the billing date) for COD Receivables, be
        eligible.

             (b) If any of the  following  things  happen,  then  Lender may, in
        addition to its other rights,  reclassify  all of the  Receivables  of a
        Customer as ineligible without in any way affecting Lender's security in
        such  Receivables:  (i) if any warranty is breached as to any Receivable
        or as to the goods and services which gave rise to any Receivable;  (ii)
        if 50% or more of the total  Receivables from a Customer are either more
        than 90 days old  (based on the  billing  date) or more than 30 days old
        (based on  billing  date)  for COD  Receivables;  (iii) if the  Customer
        disputes liability on any Receivable; (iv) if the Customer makes a claim
        with  respect to  liability;  (v) if the  Customer  files,  or has filed
        against it, a petition for bankruptcy,  reorganization or any other type
        of relief  under any  insolvency  laws;  (vi) if the  Customer  makes an
        assignment  for the benefit of creditors,  or seeks a  composition  with
        creditors;  (vii) if the Customer becomes insolvent, or fails, suspends,
        or goes out of business.



                                     - 5 -

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               (c)  Eligible  Inventory  includes  only  those  portions  of the
        Inventory  listed on  schedules  provided  to Lender by  Borrower  which
        Lender may from time to time classify as eligible.

9.      RECORDS AND REPORTS.

               (a)  Borrower  shall  maintain  adequate  stock  records  of  its
        Inventory,  including perpetual inventories.  Borrower shall also make a
        physical  listing of all  Inventory,  wherever  located,  at least every
        twelve months, and whenever requested by Lender, and a copy of each such
        physical listing shall be supplied to Lender.

               (b) Upon  Lender's  request,  Borrower  shall  furnish  schedules
        describing  all  Receivables  created  or  acquired  by  Borrower,   and
        confirming Lender's security interests therein; however, Lender's rights
        will not be impaired if Borrower fails to do so.

               (c) All items  making up proof of delivery of goods and  services
        rendered  by  Borrower  to  Customers,  and  copies of all  invoices  to
        Borrower's  Customers  will be held in trust for Lender's  benefit,  and
        Borrower shall  promptly  furnish the originals or copies of the same at
        any time Lender requires them.

               (d) In addition, at Lender's request,  Borrower will periodically
        furnish  written  reports  detailing its Inventory and  containing  such
        information on Inventory as Lender may reasonably specify.  Lender shall
        further have the right,  at all times,  to have access to and to inspect
        Borrower's Inventory.

               (e)  Lender  may also  inspect,  audit  and make  abstracts  from
        Borrower's  Business  Records and any other records,  files and books of
        account, and Borrower shall furnish upon Lender's request, at reasonable
        intervals,  statements  showing Borrower's  financial  condition and the
        results of its operations.

               (f) Borrower  shall also promptly  provide  Lender with copies of
        all  of  Borrower's  future  audited,  reviewed  or  compiled  financial
        statements,  and statements or reports Borrower is required to file with
        shareholders or any  governmental  agencies,  such as the Securities and
        Exchange  Commission,  and any other documents or information Lender may
        reasonably request.

        10. INSURANCE.  Borrower shall insure the Inventory for Lender's benefit
against loss or damage by fire, theft, burglary,  pilferage, loss in transit and
such other hazards as Lender may specify,  in amounts and under  policies and by
insurers  reasonably  acceptable  to Lender,  and all premiums  shall be paid by
Borrower  when  due  and the  policies  or  certified  copies  of such  policies
delivered  to  Lender.  If  Borrower  fails to do so,  Lender may  procure  such
insurance and charge the cost to Borrower's  account.  No  cancellation  of such
insurance  or material  change in the terms of any policy  shall be made without
the insurance  carrier giving Lender at least 30 days' prior written notice.  In
the event of any  casualty  to the  Inventory  which is  covered  by  insurance,
Borrower  authorizes  Lender to settle any claim or proceed to suit and judgment
for all insurance  proceeds  arising out of the casualty to the  Inventory,  and
upon receipt of payment of such proceeds  Lender,  at its option,  may apply all
payments to the obligations in any order Lender determines or to the restoration
or replacement of the Inventory.


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        11.  VERIFICATION  AND COLLECTION OF RECEIVABLES.  Lender may verify any
Receivable at any time in any reasonable manner,  including written or telephone
requests for verification of Receivables from Customers, and Borrower shall help
Lender do so. Lender at any time may notify Borrower's Customers that Lender has
a security  interest in the  Receivables,  and collect them directly in Lender's
own name.  Unless and until Lender so notifies  such  Customers,  Borrower  will
collect  the  Receivables  as a trustee  for Lender  under an express  trust for
Lender's benefit.  All full or partial payments of any Receivables made directly
to Borrower or that  otherwise  come into  Borrower's  possession  shall also be
received by  Borrower in trust,  and unless  Borrower is  instructed  otherwise,
Borrower shall deliver all payments to Lender in their original form. Similarly,
any goods which are  returned to Borrower  by its  Customers  or which  Borrower
otherwise  recovers  shall also be received in trust for Lender.  Borrower shall
advise Lender promptly of any such returned goods,  and unless Lender  instructs
Borrower to deliver them to Lender, Borrower shall sell them for Lender, and the
Receivables  so created  shall be part of Lender's  security.  After  Lender has
notified  any  Customer,   Lender  shall  have  the  right,  without  Borrower's
participation,  approval or notice, to settle any disputes between such Customer
and Borrower  directly  with the Customer for any amounts and upon such terms as
Lender  considers  advisable.  Further,  upon  request  of  Lender  at any time,
Borrower  agrees to notify such  Customers and indicate on all billings that the
Receivables are payable to Lender.

        12. SALES OF INVENTORY.  If Borrower  sells Inventory for cash, all full
and partial payments shall  immediately be delivered to Lender in their original
form,  and if Borrower  sells  Inventory on credit,  Borrower  shall confirm the
assignment to Lender of the resulting Receivables and Lender's security interest
therein pursuant to this Agreement.

        13.  APPOINTMENT OF AGENT.  After the occurrence of any of the events of
default set forth in  Paragraph  14 and upon the  declaration  by Lender of such
default,  to protect Lender's  interest in the Receivables,  Inventory and other
collateral,  Borrower  appoints Lender as Borrower' s  attorney-in-fact,  or any
person or entity that Lender from time to time appoints to act in this capacity.
Such appointment  shall be effective  immediately upon declaration of default by
Lender. As Borrower's  attorney-in-fact,  Lender shall have the power to endorse
Borrower's name on checks, notes, acceptances, drafts, or other forms of payment
or security that may come into Lender's possession.  Such attorney may also sign
Borrower's  name on any invoices or bills of lading  relating to any Receivables
or Inventory  or on any tax refund  checks or drafts,  or on drafts  against the
Customers,  on schedules and  confirmations  of  assignments  of  Receivables or
Inventory,  on notices of assignments,  financing  statements  under the Uniform
Commercial Code and other public records,  on  verifications  of accounts and on
notices to  Customers.  Lender may also  notify the post office  authorities  to
change the address for delivery of Borrower's  mail to an address  designated by
Lender.  Lender may receive, open and dispose of all mail addressed to Borrower.
Lender may send requests for verifications of accounts to Customers,  and do all
other  things  necessary  to carry out this  Agreement.  Borrower  ratifies  and
confirms all acts of the attorney. Neither the attorney-in-fact,  if a separate
person  or entity  is  designated,  nor  Lender  will be  liable  for any act or
omission,  or any error in  judgment  or  mistake of fact or law.  These  powers
granted to Lender and the attorney  are coupled with an interest,  and cannot be
revoked by  Borrower  so long as  Borrower is indebted to Lender or Lender has a
security interest in any Receivable or other collateral.



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         14. DEFAULTS. If any of the following things happen,  Borrower shall be
in default of this  Agreement and Lender shall have the remedies  provided below
in Paragraph 15:

               (a) if, after demand, Borrower fails to make any payment required
        of it under this Agreement,  or any other note or agreement with Lender,
        or, if no demand has been made,  if  Borrower  fails to make any payment
        required of it under this Agreement, or any other note or agreement with
        Lender when and as due;

               (b) if  Borrower  defaults  under  this  Agreement  or any  other
        agreement  or note with  Lender,  other than a default  under  Paragraph
        14(a) above;

               (c) if  Borrower or any  Guarantor  of the amounts due under this
        Agreement  ("Guarantor")  becomes  insolvent or generally unable to meet
        its  debts  as they  become  due,  or  fails,  suspends,  or goes out of
        business;

               (d) if Borrower's  Tangible Net Worth (as defined  below) is ever
        less than $ 2,000,000.00.  For the purposes of this provision,  Tangible
        Net  Worth  means  total  assets  less  intangible   assets,   prepaids,
        investments  in  affiliates,   advances  to  officers,   employees,  and
        affiliates,  and total  liabilities  all as  determined  by the  Lender.
        Intangible assets include goodwill, patents, copyrights,  mailing lists,
        catalogs,   trademarks,   bond  discounts  and  underwriting   expenses,
        organization expenses, and all other intangibles;

               (e) if Borrower or any  Guarantor  suffers a material loss of any
        of its property or assets that is not covered by insurance  satisfactory
        to Lender;

               (f) if a trustee,  receiver or custodian is appointed over all or
        substantially all of Borrower's or any Guarantor's property;

               (g) if any proceeding in bankruptcy, insolvency or reorganization
        is instituted by or against Borrower or any Guarantor;

               (h) if  Borrower or any  Guarantor  makes an  assignment  for the
        benefit of creditors or a composition with any of its creditors;

               (i) if the  Borrower  makes  additional  net  investments  in, or
        advances to, its  nonconsolidated  joint ventures  exceeding $400,000 in
        the  aggregate  during a period  commencing  with the  execution of this
        agreement  and  ending  on  the  Borrower's  current  fiscal  year,  and
        thereafter if the Borrower  makes any  additional  net investment in, or
        advance to, its  nonconsolidated  joint  ventures  without the  Lender's
        prior consent;

               (j) if the Borrower  guaranties  or otherwise  becomes or remains
        secondarily  liable  on  the  undertaking  of  another,   including  any
        affiliate of Borrower but  excluding  endorsement  of drafts for deposit
        and collection in the ordinary course of business; or


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               (k) if the Borrower or any Guarantor  defaults under the terms of
        any  agreement or  instrument  relating to any debt for borrowed  money,
        other than a default  under  Paragraphs  14 (a) or 14 (b), such that the
        creditor declares the debt due before its maturity.

NOTWITHSTANDING  THE  FOREGOING,  LENDER'S  RIGHT TO DEMAND PAYMENT SHALL NOT BE
CONDITIONED UPON A DEFAULT UNDER THIS AGREEMENT OR ANY OTHER AGREEMENT.

        15.    RIGHTS AND REMEDIES.

               (a) Lender  shall have the  following  rights and remedies in the
        event of the occurrence of any of the defaults described in Paragraph 14
        above:  all of the  rights and  remedies  of a secured  party  under the
        Uniform Commercial Code, including the right to sell and deliver any and
        all of the  Receivables  and  Inventory  Lender  may hold at  public  or
        private sale,  for cash,  for credit or otherwise,  and upon such prices
        and terms as Lender deems advisable.  Borrower acknowledges that, unless
        the circumstances dictate that shorter notice is reasonable, at least 15
        days'  prior  notice  of any  such  sale  or  other  disposition  of the
        Receivables  or  Inventory  shall be  reasonable  notice,  and that such
        notice may be given to Borrower at its address  specified  below,  or at
        such other  address  as it  provides  to Lender in writing  from time to
        time. Such notice may be written, by telegram,  telex or other medium of
        communication,  or may be personally delivered by Lender. If the sale of
        the Receivables or Inventory is public,  Lender may purchase at the sale
        and shall have all rights of a good faith  purchaser  for value.  Lender
        shall also have the right to collect the  Receivables  by direct  action
        against Borrower's Customers making such settlements or compromises with
        them as it deems advisable.  Lender may also take physical possession of
        any  Inventory at any time or times,  and maintain  such  possession  on
        Borrower's  premises.  Lender may also remove such Inventory or any part
        thereof to such other  places as it may wish.  If Lender  exercises  its
        right to take  possession  of  Inventory,  Borrower  shall,  on Lender's
        request,  assemble  it and  make  it  available  to  Lender  at a  place
        reasonably  convenient  to Lender.  In addition to all of the rights and
        remedies  set  forth in this  Agreement,  Lender  will  have  the  right
        forthwith or at any time thereafter to remove from  Borrower's  premises
        all Business Records and Lender may keep and retain the Business Records
        in  its  possession  until  all  present  and  future  indebtedness  and
        obligations  of whatever  nature  owing by Borrower to Lender shall have
        been fully paid and  discharged.  The removal of such  Business  Records
        shall not prevent  Borrower from being afforded  access to them,  during
        regular  business  hours, at the place or places to which they have been
        moved by Lender,  for the purpose of  examining  and  auditing  them and
        making written excerpts from such Business Records.

               (b) The proceeds of the sale or collection of the Receivables and
        Inventory shall, at Lender's  option,  first be applied to all costs and
        expenses of sale or collection,  including  reasonable  attorneys' fees,
        and secondly to the payment,  in whatever  order Lender  elects,  of all
        obligations chargeable to Borrower.


                                     - 9 -

<PAGE>



               (c) Subject to the  provisions  of applicable  law,  Lender shall
        return any surplus to  Borrower,  and Borrower  shall  remain  liable to
        Lender for any deficiency.

               (d)  All  sums at any  time  standing  to  Borrower's  credit  on
        Lender's books,  and all of Borrower's  property at any time in Lender's
        possession,  custody  or  control  or upon  which  Lender  has a lien or
        security  interest may be held by Lender as security for all obligations
        due Lender from Borrower, and may be offset against such obligations.

               (e)   In   any   bankruptcy   proceeding,   including   one   for
        reorganization,  Borrower agrees that Lender shall have a right of first
        refusal  to provide  financing  in such  proceeding  on such basis as to
        priority and security as Lender elects. Borrower acknowledges,  however,
        that  this   Agreement  and  all   supplements   thereto  are  financial
        accommodations  for its benefit,  and that Lender has no  obligation  to
        finance Borrower or any trustee in any such bankruptcy proceeding.

        16. NO  MARSHALLING.  Borrower,  on its own  behalf and on behalf of its
successors and assigns hereby expressly waives all rights,  if any, to require a
marshalling  of assets by Lender or to require  that Lender first resort to some
or  any  portion  of  any  collateral  securing  Borrower's  obligations  before
foreclosing upon, selling or otherwise realizing on any other portion thereof

        17. TERM AND  TERMINATION.  Unless there is a sooner demand for payment,
this Agreement shall have an initial term of three years from the date set forth
above. This Agreement shall be automatically  renewed for successive  periods of
one  year  unless  terminated  as  provided  below.  Even if this  Agreement  is
automatically  renewed,  the  obligations  due Lender under this  Agreement will
still be payable on demand. Lender may terminate this Agreement at any time, and
Borrower  may so terminate it only on the  anniversary  of the  Agreement in any
year upon sixty (60) days prior written notice to Lender.  However,  if Borrower
chooses to terminate  the  Agreement  and to pay Lender a prepayment  premium in
addition to the then principal,  accrued interest and any other  obligations due
Lender, Borrower may terminate this Agreement at any time. The Borrower shall be
obligated to pay a prepayment  premium if Borrower  makes a prepayment of all or
substantially  all (more than 50%) of the principal  then  outstanding,  accrued
interest and other obligations due Lender by Borrower at any time other than the
annual anniversary of this Agreement. The prepayment premium previously referred
to shall be equal to 2% of the  maximum  dollar  amount of the line of credit if
prepayment  is made within one year from the date of this  Agreement,  and 1% of
such amount if prepayment is made thereafter.

        18. EARLY  TERMINATION.  If Borrower defaults in any manner as provided
in  Paragraph  14 above,  then,  anything  contained  in this  Agreement  or any
supplement  notwithstanding,  Lender  shall  have the  right to  terminate  this
Agreement at any time  without  notice,  and if Lender stops making  advances to
Borrower,  such  act  under  these  circumstances  shall  be  treated  as one of
termination.  On such  termination  date, all outstanding  obligations due under


                                     - 10 -


<PAGE>





this Agreement or any supplement or other agreement between Lender and Borrower,
or any affiliate of Lender's,  shall immediately  become due and payable without
further  notice,  act or demand on Lender's part.  All of Lender's  rights under
this Agreement shall continue notwithstanding termination, and Lender's security
interest in all Receivables,  Inventory and other collateral, then or thereafter
existing, shall also remain in full force. Borrower shall further be required to
furnish Lender with all reports,  schedules and confirmatory  assignments of all
Receivables,  and to  turn  over  all  payments  on the  Receivables  and  other
proceeds, as if this Agreement had not terminated,  until Borrower has satisfied
all of its obligations to Lender.

        19. ENVIRONMENTAL LIABILITIES. The Borrower agrees that Lender shall not
assume any liability or obligation for loss, damage, fines, penalties, claims or
duty to  clean-up  or  dispose  of wastes or  materials  on or  relating  to the
collateral or other property of the Borrower  regardless of any inspections made
by the Lender prior to the  consummation  of this  transaction or as a result of
any  conveyance  of  title  to the  Lender  by  foreclosure,  deed  in  lieu  of
foreclosure,  or otherwise. The Borrower agrees to remain fully liable and shall
indemnify and hold harmless  Lender from any costs,  expenses,  clean-up  costs,
waste disposal costs,  litigation  costs,  fines,  penalties,  including without
limitation those costs, expenses,  penalties and fines within the meaning of the
Comprehensive Environmental Response,  Compensation and Liability Act, and other
federal or state laws and regulations,  now or in the future in effect,  and all
other  related  liabilities.  Any claim  Lender may have  against  the  Borrower
pursuant to this paragraph shall be part of the obligations.

        20.  REINSTATEMENT  OF  OBLIGATIONS AND  SECURITY.  To the  extent  that
Borrower makes a payment to Lender or Lender receives any payment(s) or proceeds
of Receivables or other collateral for Borrower' s benefit,  which payment(s) or
proceeds  or any part  thereof  are  subsequently  invalidated,  declared  to be
fraudulent or preferential, set aside and/or required to be repaid to a trustee,
receiver or any other  party under any  bankruptcy  law,  state or federal  law,
common law or equitable  doctrine,  then,  to the extent of such  payment(s)  or
proceeds  received,  the Borrower's  obligations or part thereof  intended to be
satisfied thereby shall be reinstated and continue in full force and effect, and
all  collateral  security  therefor shall remain in full force and effect (or be
reinstated),  as if such payment(s) or proceeds had not been received by Lender,
and an appropriate adjustment to Borrower's loan balance may be recorded,  until
payment shall have been made to Lender, which payment shall be due on demand.

        21. CHIEF EXECUTIVE  OFFICE;  TRADENAMES.  Borrower further warrants and
covenants that:

            (a) its chief  executive  office and principal  place of business is
        located at 633 Lawrence Street, Batesville, Arkansas 75201;

            (b) its Business Records are kept at the following location(s):

                 633 Lawrence Street, Batesville, Arkansas 75201


                                     - 11 -

<PAGE>




            (c) its corporate name is exactly as set forth on the signature page
        of this  Agreement and Borrower has not changed its corporate name since
        the date of its incorporation,  nor has it or does it use any tradenames
        or tradestyles  except  Professional  Dental  Technologies and Services,
        Pro-Dentec, Prism and Rota Point; and

            (d) Borrower  shall provide Lender with 15 days prior written notice
        of any change with respect to any of the foregoing.

        22. LEGAL RATE ADJUSTMENT.  This Agreement,  all supplements thereto and
all other notes,  security  agreements  and  mortgages  between the Borrower and
Lender  pertaining to the  obligations of the Borrower are expressly  limited so
that in no event  whatsoever  shall the amount of interest  paid or agreed to be
paid to Lender exceed the highest rate of interest  permissible under applicable
law. If, from any circumstances,  fulfillment of any provision of this Agreement
or such other notes and agreements at the time  performance  of such  provisions
shall be due, shall involve exceeding the interest limitation validly prescribed
by law which a court of competent  jurisdiction  may deem  applicable,  then the
obligation to be fulfilled shall be reduced to an amount computed at the highest
rate of  interest  permissible  under  applicable  law,  and if,  for any reason
whatsoever,  Lender  shall ever  receive as  interest  an amount  which would be
deemed  unlawful  under  applicable  law, such interest  shall be  automatically
applied to the payment of the principal of such obligation  (whether or not then
due and  payable),  and not to the payment of interest,  or shall be refunded to
the Borrower, if such principal has been paid in full.

23.  SET-OFF.  In addition to any rights and remedies of Lender provided by law,
Lender shall have the right,  without prior written notice to the Borrower,  any
such  notice  being  expressly  waived by Borrower  to the extent  permitted  by
applicable  law, upon the occurrence of any event of default and so long as such
event of default is  continuing,  to set off and apply against any  obligations,
whether  matured or  unmatured,  of the Borrower to Lender,  any amount owing by
Lender to  Borrower,  at or at any time after the  happening of any of the above
mentioned  events,  and such right of set-off may be exercised by Lender against
Borrower or against any  assignee  for the benefit of  creditors,  receiver,  or
execution,  judgment or attachment creditor of Borrower,  or against anyone else
claiming  through or against the  Borrower of such  assignee  for the benefit of
creditors,   receiver,   or   execution,   judgment  or   attachment   creditor,
notwithstanding  the  fact  that  such  right of  set-off  shall  not have  been
exercised  by Lender  prior to the making,  filing or  issuance or service  upon
Lender of, or of notice of, assignment for the benefit of creditors, appointment
or  application  for the  appointment  of a receiver,  or issuance of execution,
subpoena  or order or warrant.  Lender  agrees  promptly to notify the  Borrower
after any set-off and application  made by Lender,  provided that the failure to
give such notice shall not affect the validity of such set-off and application.

        24.    GENERAL PROVISIONS.

               (a)  Lender's  failure to exercise  any right or remedy or option
        under this Agreement,  or any delay by Lender in exercising any of them,
        will not  operate as a waiver.  Borrower  understands  that the only way
        Lender may waive its rights is in writing signed by an authorized  agent
        of Lender.


                                     - 12 -

<PAGE>




               (b) All of Lender's  rights and remedies under this Agreement are
        cumulative and not exclusive one of the other.

               (c) If any provision of this Agreement is  unenforceable  for any
        reason,  it shall not affect the  enforceability of the other provisions
        of this Agreement.

               (d)  Borrower  also  understands  that this  Agreement  cannot be
        changed or terminated  orally,  and that it is for the benefit of Lender
        and its  successors  and assigns and is binding  upon  Borrower  and its
        permitted successors and assigns.

               (e)  Borrower  shall not delegate its duties or assign its rights
        and obligations  under this Agreement  without the prior written consent
        of Lender.

               (f) In  addition to this  Agreement,  Borrower  may execute  with
        Lender one or more riders,  supplements or other  agreements which shall
        form a part of this Agreement.  If there is an express  conflict between
        the terms of this Agreement and those contained in any rider, supplement
        or other  agreement,  the terms of this  Agreement  shall control unless
        such other rider,  supplement or other agreement  specifically  provides
        otherwise.

               (g) This Agreement, together with any written supplements, riders
        or  other  agreements,  is the  entire  agreement  between  the  parties
        relating to the subject  matter of this  Agreement,  and  supersedes all
        prior agreements, commitments and understandings between the parties.

               (h) Except and only to the extent that the perfection of Lender's
        security interests may be governed by the laws of another  jurisdiction,
        this  Agreement is to be governed by the  internal  laws of the State of
        Michigan,  including the Uniform Commercial Code as adopted in Michigan.
        Unless  otherwise  defined,  the terms used in this Agreement shall have
        the meaning given them in the Uniform Commercial Code.

               (i) Neither  this  agreement  nor any  uncertainty  or  ambiguity
        herein shall be  construed  or resolved  against the Lender or Borrower,
        whether under any rule of  construction  or otherwise.  On the contrary,
        this  Agreement  has been reviewed by all parties and shall be construed
        and interpreted  according to the ordinary  meaning of the words used so
        as to fairly  accomplish  the  purposes  and  intentions  of all parties
        hereto.

               (j) Except where the context otherwise requires, each term stated
        in either the  singular or plural  shall  include the  singular  and the
        plural, and pronouns stated in the masculine,  feminine or neuter gender
        shall include the masculine, feminine and neuter.

               (k) Any  reference to a rider,  supplement  or other  document or
        agreement  shall  include  any  amendments,   modifications,   renewals,
        restatements,  extensions,  supplements,  or substitutions thereof which
        may hereafter be executed in accordance with the terms hereof.



                                     - 13 -

<PAGE>




               (l) All exhibits  referenced in this Agreement shall be deemed to
        be incorporated into this Agreement as if entirely set forth herein.

               (m) This Agreement may be executed in one or more counterparts.

        25.    JOINT AND SEVERAL LIABILITY.

               (a) The obligations  and  liabilities of Borrower under,  and all
        representations,  warranties and covenants of Borrower in this Agreement
        and the other  documents  relating to  obligations of Borrower to Lender
        shall  be  joint  and  several  in all  respects  whatsoever.  The  term
        "Borrower"  shall apply to each Borrower  individually  and collectively
        and each Borrower shall be jointly and severally liable.

               (b) Lender may deal with  either  Borrower as if it were the sole
        obligor,  without  inpairing  in any  way  the  liability  of the  other
        Borrower.  Without limiting the generality of that right,  Lender may in
        particular  release,  impair,  or fail to  perfect  an  interest  in any
        collateral of either  Borrower,  waive defaults by either  Borrower,  or
        extend, compromise or release the liability of either Borrower,  without
        the consent of the other Borrower.

               (c) Each Borrower represents that it has carefully considered the
        alternatives to and the legal consequence of incurring joint and several
        liability for the  obligations to Lender and has determined that by such
        arrangement it is able to obtain  financing on terms more favorable than
        otherwise,  and that under a joint and several  loan  facility,  it will
        realize   substantial   interest  savings  over  alternative   financing
        arrangements.  Borrower also represents and warrants that the businesses
        of each are integrally related, and that the success of each Borrower is
        a direct business benefit to the other.

               (d)  Lender  may  bring  a  separate  action  or  actions  on the
        obligations  of Borrower  against  either  Borrower,  whether or not the
        other is or is not joined therein. Each Borrower agrees that any release
        which may be given to the other or any Guarantor of the  obligations  of
        Borrower shall not release the other Borrower from its obligations. Each
        Borrower waives any right to assert against Lender any defense (legal or
        equitable),  set  off,  counterclaim,  or  claims  which  such  Borrower
        individually  nay now or any  time  hereafter  have  against  the  other
        Borrower or any other party liable to Lender in any manner whatsoever.

               (e) Any and all present and future debt and other  obligations of
        either  Borrower to the other  Borrower are hereby  subordinated  to the
        full payment and  performance of the  obligations of Borrower to Lender;
        provided,  however,  such debt and other obligations may be incurred and
        repaid,  subject to the terms of this  Agreement,  so long as no default
        has occurred.


                                     - 14 -

<PAGE>




               (f) Each  Borrower  is  presently  informed  as to the  financial
        condition of the other Borrower,  and of all other circumstances which a
        diligent inquiry would reveal and which bear upon the risk of nonpayment
        of the obligations of Borrower to Lender. Each Borrower hereby covenants
        that it  will  continue  to keep  itself  informed  as to the  financial
        condition of the other Borrower,  the status of the other Borrower,  and
        of all  circumstances  which bear upon the risk of nonpayment.  Absent a
        written request from Borrower to Lender for  information,  each Borrower
        hereby  waives  any and all  rights  it may have to  require  Lender  to
        disclose  to such  Borrower  any  information  which  Lender  may now or
        hereafter acquire concerning the condition or circumstances of the other
        Borrower.

               (g) Each  Borrower  waives  all  rights to  notices  of  default,
        existence, creation, or incurring of new or additional indebtedness, and
        all other notices of  formalities to which such Borrower may, as a joint
        and several Borrower hereunder, be entitled.

        26.  NOTICE.  Borrower  agrees  to give  prompt  notice to Lender of the
occurrence of (i) any event of default and (ii) any other development, financial
or otherwise,  which would affect the  Borrower's or the  Guarantor's  business,
properties or affairs in a materially adverse manner.

        27.  ACKNOWLEDGMENT  OF  BORROWER.  THIS  AGREEMENT  HAS BEEN FREELY AND
VOLUNTARILY ENTERED INTO WITH THE LENDER BY THE BORROWER,  WITHOUT ANY DURESS OR
COERCION,  AND AFTER THE BORROWER HAS EITHER  CONSULTED WITH COUNSEL OR HAS BEEN
GIVEN  AN  OPPORTUNITY  TO DO SO,  AND  THE  BORROWER  ACKNOWLEDGES  THAT IT HAS
CAREFULLY AND COMPLETELY READ ALL OF THE TERMS AND PROVISIONS OF THIS AGREEMENT.



                                     - 15 -


<PAGE>




        28. WAIVER OF JURY TRIAL. BORROWER AND LENDER ACKNOWLEDGE THAT THE RIGHT
TO A TRIAL BY JURY IS A CONSTITUTIONAL  RIGHT, BUT THAT THE RIGHT MAY BE WAIVED.
BOTH BORROWER AND LENDER EACH  KNOWINGLY,  VOLUNTARILY,  IRREVOCABLY AND WITHOUT
COERCION,  WAIVE  ALL  RIGHTS  TO TRIAL BY JURY OF ALL  DISPUTES  BETWEEN  THEM.
NEITHER LENDER NOR BORROWER SHALL BE DEEMED TO HAVE GIVEN UP THIS WAIVER OF JURY
TRIAL UNLESS THE PARTY  CLAIMING  THAT THIS WAIVER HAS BEEN  RELINQUISHED  HAS A
WRITTEN  INSTRUMENT  SIGNED BY THE OTHER PARTY STATING THAT THIS WAIVER HAS BEEN
GIVEN UP.

                                   PROFESSIONAL DENTAL HYGIENISTS,  INC., d/b/a
                                   Professional Dental Technologies and Services

                                   ---------------------------------------------
                                                  (Name of Borrower) 

                                   an Arkansas corporation



                                   By: /s/  Frank H. Newton, III
                                       -----------------------------------------

                                       Its:  VICE PRESIDENT

                                       633 Lawrence
                                       Batesville, Arkansas  75201
                                   ---------------------------------------------
                                                 (Address of Borrower)

                                   PROFESSIONAL DENTAL TECHNOLOGIES, INC., d/b/a
                                   Pro-Dentec, d/b/a Prism, d/b/a Rota Pint
                                   ---------------------------------------------
                                                   (Name of Borrower)
                                   a Nevada corporation


                                   By: /s/  Frank H. Newton, III
                                       -----------------------------------------
                                      Its:  Chief Operating Officer


                                      633 Lawrence
                                      Batesville Arkansas  75201
                                   ---------------------------------------------
                                                (Address of Borrower)



                                   NBD BANK


                                   By: /s/ Harold Dalton
                                      ------------------------------------------
          

                                      Its:  Vice-President
                                           -------------------------------------

                                                 701 First National Building
                                                 Detroit, Michigan  48226



                                     - 16 -



                                
<PAGE>



                    EQUIPMENT AND FIXTURES SECURITY AGREEMENT
                    -----------------------------------------


                                                            Date:  June 25, 1996

             NBD BANK ("Lender") and  Professional  Dental  Technologies,  Inc.,
d/b/a  Pro-  Dentec,  d/b/a  Prism,  d/b/a Rota  Point and  Professional  Dental
Hygienists,   Inc.,  d/b/a   Professional   Dental   Technologies  and  Services
(collectively the "Borrower") agree to the following:

         1.  SUPPLEMENT  TO  SECURED  CREDIT  AGREEMENT.  This  Agreement  is  a
supplement to a Secured Credit Agreement (Accounts  Receivable and Inventory) of
even date herewith (the "Secured Credit Agreement") between Lender and Borrower.
This  Agreement  (the  "Equipment  Agreement")  shall  secure all of  Borrower's
obligations under the Secured Credit Agreement and under the "Term Note(s)", and
the other obligations described in Paragraph 5 below, and shall remain in effect
for so long as such obligations remain unsatisfied.

         2.  GRANT OF SECURITY.  In  addition to any other  security  granted to
Lender,  Borrower grants to Lender a lien and security interest in all equipment
and fixtures (the  "Equipment")  owned by Borrower,  now or in the future, or in
which Borrower has or, in the future may have, rights of any kind, together with
any and all proceeds of the Equipment to secure all  obligations  of Borrower to
Lender, including the obligations described in Paragraph 5 below.

         3.  DEFINITION OF  EQUIPMENT.  The term  "Equipment"  shall include all
equipment,  fixtures, chattels, machinery,  furniture and like personal property
owned by  Borrower,  now or in the  future,  bought for or used by  Borrower  in
Borrower's business,  or in which Borrower obtains rights of any kind, including
rights  under any lease,  whether a true lease or a lease  intended as security,
and wherever such collateral is located,  including all such collateral located,
affixed or to be affixed to premises commonly known as:

633  Lawrence,  2410  Harrison,  1210  Batesville  and 301 N. Main,  Batesville,
Arkansas

             The  Equipment   also   includes,   but  is  not  limited  to,  all
accessories,  machinery parts and appurtenances attached, kept, used or intended
for use in connection with any equipment and fixtures and all apparatus,  tools,
supplies, materials, blue prints and plans.

         4.  GOOD TITLE AND PRIOR SECURITY INTERESTS.  Borrower warrants that it
is the lawful owner of all of the Equipment and has complete  authority to grant
a security  interest  in this  collateral.  The  Equipment  is free of all other
liens, security interests,  encumbrances and adverse claims (collectively "Other
Liens") except as set forth on Exhibit A attached hereto and made a part hereof.
If there are any Other  Liens  which  Lender has not  agreed  may be  continued,
Borrower shall pay and discharge the same  immediately.  If Borrower fails to do
so, Lender may, at its option, pay or discharge such Other Liens, in whole or in
part, and Borrower shall immediately  reimburse Lender for all such sums so paid
by Lender.  Any such  payments made by Lender to discharge any such Other Liens,
not  reimbursed by Borrower,  shall form part of the  Obligations  as defined in
this Equipment  Agreement and the Secured Credit  Agreement and shall be secured
by all  security  granted  by  Borrower  to  Lender  under  this  and any  other
agreement.




<PAGE>




         5.  PAYMENT AND OBLIGATIONS.  All of Borrower's  obligations  to Lender
shall be payable as provided in the Secured  Credit  Agreement or as provided in
the Term Note(s),  if any, given by Borrower to Lender  simultaneously  with the
execution and delivery of this  Agreement to Lender or hereafter  (together with
all   amendments,   restatements,   modifications,   renewals,   extensions   or
substitutions  of  any  of  them,   collectively  "Term  Note(s)").   Borrower's
obligations (the "Obligations") to Lender include the principal on all loans and
advances under this Agreement,  the Secured Credit Agreement,  the Term Note(s),
if any, or under any other agreement, the interest accrued and unpaid, under any
such agreements or Term Note(s), all liabilities acquired by purchase by Lender,
by assignment or  participation,  and all other  obligations,  however  arising,
whenever arising, howsoever evidenced and whether absolute or contingent, due or
to become due. Furthermore, all reasonable costs and expenses incurred by Lender
or its agents in connection with this Agreement,  the Secured Credit  Agreement,
the Term Note(s),  if any, and all other  obligations to Lender shall be part of
Borrower's  Obligations  and secured by the  Equipment.  Such costs and expenses
include  reasonable  attorneys'  fees and  court  costs  incurred  by  Lender in
obtaining  legal  advice  regarding  this  Equipment  Agreement  or  any  loans,
including the preparation and review of this Equipment Agreement and all related
agreements and documents,  or in enforcing payment of Borrower's  Obligations or
to obtain  possession of the Equipment or to perfect,  renew or extend  Lender's
security  interest  or to  demand  any  action  or  proceeding  related  to this
Equipment  Agreement or any other  agreement or the Term Note(s)  between Lender
and Borrower, including any costs and expenses of any proceeding in which Lender
is involved with  Borrower,  such as the costs and fees of lifting the automatic
stay, the costs of preserving and liquidating the Equipment,  and the amounts of
all unpaid  taxes and similar  charges  owing by  Borrower  to any  governmental
authority  only with  respect  to the  Equipment  or other  collateral,  and not
otherwise,  and which  Lender  is  required  to pay or  deposit  for  Borrower's
account.

         6. RATE OF  INTEREST.  The  interest  to be charged on all  Obligations
under this Equipment  Agreement and the Secured Credit  Agreement shall be based
on the terms and conditions set forth in the Secured Credit Agreement.

         7.  INSURANCE. Borrower shall insure the Equipment for Lender's benefit
against loss or damage by fire, theft, burglary,  pilferage, loss in transit and
such other hazards as Lender may specify,  in amounts and under  policies and by
insurers  reasonably  acceptable  to Lender,  and all premiums  shall be paid by
Borrower  and the  policies or certified  copies of such  policies  delivered to
Lender.  If Borrower  fails to do so, Lender may procure such  insurance and the
amounts so expended by Lender  shall become part of the  Obligations  under this
Equipment  Agreement and the Secured Credit  Agreement.  No cancellation of such
insurance  or material  change in the terms of any policy  shall be made without
the insurance carrier giving Lender at least 30 days prior written notice.



                                      - 2 -
<PAGE>



         8.  SETTLEMENT OF INSURANCE CLAIMS. In the event of any casualty to the
Equipment which is covered by insurance,  Borrower  authorizes  Lender to settle
any claim or proceed to suit and judgment for all insurance proceeds arising out
of the casualty to the Equipment,  and upon receipt of payment of such proceeds,
Lender,  at its option,  may apply all payments to the  obligations in any order
Lender determines or to the restoration or replacement of the Equipment.

             Notwithstanding  the  foregoing if Borrower is not in default under
this agreement or any of the loan  documents,  nor do  circumstances  exist that
with the passage of time, the giving of notice,  or both would constitute such a
default, Lender shall allow the Borrower to use the insurance proceeds to repair
and restore the Equipment.

         9.  DEFAULTS. If any of the following things happen,  Lender shall have
the remedies provided below in paragraph 10:

                  (a) if,  after  demand,  Borrower  fails to make  any  payment
         required of Borrower under this Equipment Agreement, the Secured Credit
         Agreement, the Term Note(s), or any other agreement with Lender, or, if
         no demand has been made, if Borrower fails to make any payment required
         of  Borrower  under  this  Equipment  Agreement,   the  Secured  Credit
         Agreement, the Term Note(s) or any other agreement with Lender when and
         as due;

                  (b) if Borrower  otherwise  breaches  any term or provision of
         this  Equipment  Agreement,  the  Secured  Credit  Agreement,  the Term
         Note(s), or any other agreement with Lender, other than a default under
         Paragraph 9(a) above;

                  (c) if Borrower or any Guarantor of the amounts due under this
         Agreement  ("Guarantor")  becomes insolvent or generally unable to meet
         its  debts as they  become  due,  or  fails,  suspends,  or goes out of
         business;

                  (d) if  Borrower's  Tangible  Net Worth (as defined  below) is
         ever less than $  2,000,000.00.  For the  purposes  of this  provision,
         Tangible Net Worth means total assets less intangible assets, prepaids,
         investments  in  affiliates,   advances  to  officers,  employees,  and
         affiliates,  and total  liabilities  all as  determined  by the Lender.
         Intangible assets include goodwill, patents, copyrights, mailing lists,
         catalogs,   trademarks,   bond  discounts  and  underwriting  expenses,
         organization expenses, and all other intangibles.

                  (e) if Borrower or any  Guarantor  suffers a material  loss of
         any of  its  property  or  assets  that  is not  covered  by  insurance
         satisfactory to Lender;

                  (f) if a trustee,  receiver or custodian is appointed over all
         or substantially all of Borrower's or any Guarantor's property;




                                       - 3 -
<PAGE>
                                       



                  (g)  if  any   proceeding   in   bankruptcy,   insolvency   or
         reorganization is instituted by or against Borrower or any Guarantor;

                  (h) if Borrower or any Guarantor  makes an assignment  for the
         benefit of creditors or a composition with any of its creditors;

                  (i) if the Borrower makes  additional net  investments  in, or
         advances to, its  nonconsolidated  joint ventures exceeding $400,000 in
         the  aggregate  during a period  commencing  with the execution of this
         agreement  and  ending  on the  Borrower's  current  fiscal  year,  and
         thereafter if the Borrower  makes any  additional net investment in, or
         advance to, its  nonconsolidated  joint  ventures  without the Lender's
         prior consent;

                  (j) if the Borrower guaranties or otherwise becomes or remains
         secondarily  liable  on  the  undertaking  of  another,  including  any
         affiliate of Borrower but excluding  endorsement  of drafts for deposit
         and collection in the ordinary course of business; or

                  (k) if the Borrower or any Guarantor  defaults under the terms
         of any agreement or instrument relating to any debt for borrowed money,
         other than a default  under  Paragraphs  9 (a) or 9 (b),  such that the
         creditor declares the debt due before its maturity.

         10. RIGHTS AND  REMEDIES.  If Borrower  defaults  under this  Equipment
Agreement,  Lender may take physical  possession of the Equipment or any part of
such collateral at any time or times, and maintain such possession on Borrower's
premises.  Lender may also remove such Equipment or any part of it to such other
place(s) as it may wish. If Lender exercises its right to take possession of the
Equipment, Borrower shall, on Lender's demand, assemble it and make it available
to Lender,  at a place  reasonably  convenient  to Lender.  After  Borrower  has
defaulted on the  Obligations,  Borrower will, if it is a tenant of the premises
where the Equipment is located, at Lender's option,  assign to Lender its rights
under its Lease.  Borrower  shall also,  if a tenant of the  premises  where the
Equipment is located,  permit  Lender to occupy such  premises  rent free for at
least 90 days so that Lender may sell or otherwise  dispose of the Equipment and
other  security  it has for the  Obligations  without  incurring  the expense of
removing such Equipment and other  collateral  from such premises.  In addition,
with respect to all Equipment as well as all other collateral, Lender shall have
all of the rights and remedies set forth in the Secured  Credit  Agreement,  and
all of the rights and remedies  available to Lender as a secured party under the
Uniform Commercial Code or other law.

         11.  FAILURE TO REPAIR.  If Borrower  fails to repair the  Equipment or
keep the  Equipment in good repair and operating  condition,  Lender may, at its
option,  repair  or  replace  any  Equipment,  and  Borrower  shall  immediate1y
reimburse Lender for all costs it has incurred in doing so. If Borrower fails to
reimburse  Lender for all sums expended by Lender in this regard,  such expenses
shall  form part of the  Obligations  under  this  Equipment  Agreement  and the
Secured Credit Agreement,  and the Term Note(s), if any, and shall be secured by
all of the collateral  granted to Lender under this Equipment  Agreement and the
Secured Credit Agreement.



                                      - 4 -
<PAGE>




         12.  ANTI-SALE  AND LIEN  PROVISION.  Without  Lender's  prior  written
consent,  Borrower shall not sell, assign, lease, mortgage,  encumber, suffer or
grant any  security  interest  or lien in or  dispose of the  Equipment  with an
aggregate value exceeding $20,000.00,  or any part of it or interests in it, nor
shall Borrower attempt to do so.

         13. REMOVAL OF  COLLATERAL.  Without  Lender's  prior written  consent,
Borrower  shall not remove or attempt to remove or suffer  anyone else to remove
or permit them to remove any of the Equipment with an aggregate  value exceeding
$20,000.00, from the place(s) where it is now located.

         14.  PAYMENT OF TAXES.  Borrower  shall also make payment of all taxes,
impositions,  judgments and other claims, which could or would create a right of
seizure or levy upon the  Equipment or create a security  interest in or lien on
the Equipment.

         15. MOTOR VEHICLE COLLATERAL.  If any part of the Equipment consists of
motor vehicles or  certificated  vehicles,  as defined by the law governing this
Equipment  Agreement or such vehicles,  then the amount  allocated to such motor
vehicles or certificated vehicles shall be $ 0.

         16.  ANTI-WAIVER  AND  SEVERABILITY.  Lender's  failure to exercise any
right, remedy or option under this Equipment  Agreement,  or any delay by Lender
in exercising any of them,  will not operate as a waiver.  Borrower  understands
that the only way  Lender  may  waive  its  rights  is in  writing  signed by an
authorized  agent of Lender.  All of  Lender's  rights and  remedies  under this
Equipment  Agreement  are  cumulative  and not  exclusive of each other.  If any
provision of this Equipment  Agreement is unenforceable for any reason, it shall
not  affect  the  enforceability  of the  other  provisions  of  this  Equipment
Agreement.

         17.  MISCELLANEOUS.  Borrower  also  understands  that  this  Equipment
Agreement cannot be changed or terminated orally, and that it is for the benefit
of Lender,  its  successors  and assigns and is binding  upon  Borrower  and its
permitted  successors  and  assigns.  In addition to this  Equipment  Agreement,
Borrower has executed with Lender the Secured  Credit  Agreement and one or more
Riders or Supplements which shall form a part of that Agreement.  If there is an
express conflict between the terms of this Equipment  Agreement and the terms of
the Secured Credit  Agreement,  the terms of the Secured Credit  Agreement shall
control.  If there is an express  conflict  between the terms of this  Equipment
Agreement  and those  contained in any Rider or  Supplement  to it, the terms of
this  Equipment   Agreement   shall  control  unless  the  Rider  or  Supplement
specifically  provides otherwise.  This Equipment  Agreement,  together with the
Secured Credit Agreement,  written  supplements or riders executed by Lender and
Borrower,  and the Term  Note(s),  if any, is the entire  agreement  between the
parties  relating to the subject  matter,  and supersedes all prior  agreements,
commitments and understandings of the parties.  This Equipment  Agreement may be
executed in one or more counterparts,  each of which shall be deemed one and the
same original instruments.  Except and only to the extent that the perfection of
Lender's security interests may be governed by the laws of another jurisdiction,
this Equipment  Agreement is to be governed by the internal laws of the State of
Michigan,  including the Uniform Commercial Code as adopted in Michigan.  Unless
otherwise  defined,  the terms used in this Equipment  Agreement  shall have the
meaning given them in the Uniform Commercial Code.


                                     - 5 -



          
<PAGE>




         18.  WAIVER OF JURY TRIAL.  BORROWER  AND LENDER  ACKNOWLEDGE  THAT THE
RIGHT TO A TRIAL BY JURY IS A  CONSTITUTIONAL  RIGHT,  BUT THAT THE RIGHT MAY BE
WAIVED.  BOTH BORROWER AND LENDER EACH KNOWINGLY,  VOLUNTARILY,  IRREVOCABLY AND
WITHOUT  COERCION,  WAIVE ALL RIGHTS TO A TRIAL BY JURY OF ALL DISPUTES  BETWEEN
THEM.  NEITHER  LENDER NOR BORROWER SHALL BE DEEMED TO HAVE GIVEN UP THIS WAIVER
OF JURY TRIAL UNLESS THE PARTY  CLAIMING THAT THIS WAIVER HAS BEEN  RELINQUISHED
HAS A WRITTEN  INSTRUMENT SIGNED BY THE OTHER PARTY STATING THAT THIS WAIVER HAS
BEEN GIVEN UP.



                                   PROFESSIONAL DENTAL HYGIENISTS, INC., d/b/a
                                   Professional Dental Technologies and Services
                                   ---------------------------------------------
                                                  (Name of Borrower)
                                   an Arkansas corporation



                                   By: /s/  Frank H. Newton, III
                                       ----------------------------------------

                                       Its:          Vice President

                                       633 Lawrence
                                       Batesville, Arkansas  75201
                                   ---------------------------------------------
                                                (Address of Borrower)



                                   PROFESSIONAL DENTAL TECHNOLOGIES, INC., d/b/a
                                   Pro-Dentec, d/b/a Prism, d/b/a Rota Point
                                   ---------------------------------------------
                                               (Name of Borrower)
                                   a Nevada corporation


                                   By: /s/  Frank H. Newton, III
                                       ---------------------------------------

                                       Its:  Chief Operating Officer

                                       633 Lawrence
                                       Batesville Arkansas  75201
                                       -----------------------------------------
                                                   (Address of Borrower)

         
                                   NBD BANK


                                   By: /s/  Harold Dalton
                                       ----------------------------------------

                                        Its:  Vice President

                                               701 First National Building
                                               Detroit, Michigan  48226



          


                                      - 6 -
<PAGE>







                                    EXHIBIT A

                               PERMITTED LIEN LIST




SECRETARY OF STATE OF ARKANSAS



FILE NUMBER         RECORDING DATE             SECURED PARTY
-----------         --------------             -------------

755450              May 29, 1991               Pitney Bowes Credit Corp.
768395              September 13, 1991         The Citizens Bank
768396              September 13, 1991         The Citizens Bank
882236              January 7, 1994            Eaton Financial Corporation
884210              January 24, 1994           Miles Financial Services, Inc.
896102              April 5, 1994              Citizens Bank of Batesville
1004324             February 29, 1996          CIT Group/Equipment Financing
1004325             February 29, 1996          CIT Group/Equipment Financing
1006426             March 12, 1996             CIT Group/Equipment Financing
1006427             March 12, 1996             CIT Group/Equipment Financing
1008581             March 22, 1996             CIT Group/Equipment Financing
1008582             March 22, 1996             CIT Group/Equipment Financing




INDEPENDENCE COUNTY, ARKANSAS


FILE NUMBER         RECORDING DATE             SECURED PARTY
-----------         --------------             -------------

48506               September 16, 1991         The Citizens Bank
48507               September 16, 1991         The Citizens Bank
49340               February 20, 1992          AGFA Financial Services
786855              February 21, 1992          AGFA Financial Services
53364               January 10, 1994           Eaton Financial Corporation
53475               January 28, 1994           Miles Financial Services, Inc.
53891               April 1, 1994              Citizens Bank of Batesville
58170               February 29, 1996          CIT Group/Equipment Financing
58172               February 29, 1996          CIT Group/Equipment Financing
58244               March 12, 1996             CIT Group/Equipment Financing
58245               March 12 ,1996             CIT Group/Equipment Financing
58294               March 22, 1996             CIT Group/Equipment Financing
58295               March 22, 1996             CIT Group/Equipment Financing







<PAGE>



                         INTELLECTUAL PROPERTY AGREEMENT



This  Agreement  is entered into on JUNE 25, 1996  between  Professional  Dental
Technologies,  Inc., a Nevada corporation ("Borrower"), and NBD Bank, a Michigan
banking corporation ("Lender").

Borrower has executed and delivered a Secured  Credit  Agreement  dated JUNE 25,
1996.  To induce  Lender to  provide  credit  evidenced  by the  Secured  Credit
Agreement,  Borrower has agreed to the followings terms and conditions regarding
all of its present and future trademarks,  patents and related rights, including
but not limited to the trademarks and patents listed in the attached  Schedule A
(collectively the "Intellectual Property").

THEREFORE, the parties agree as follows:

         1.  Borrower  agrees  that so long as any debt to  Lender  of any kind,
whenever and however such debt may arise  ("Liabilities")  is  outstanding,  the
Borrower shall not create or permit to exist any lien on  Intellectual  Property
other  than  future  liens  in  favor  of the  Lender  as  contemplated  by this
agreement.

         2. So long as any  Liabilities  remain  outstanding,  Borrower  further
agrees that it will not convey or  transfer  any  interest  in the  Intellectual
Property or enter into any agreement (such as a license agreement) regarding the
Intellectual  Property  without the  Lender's  prior  written  consent  with the
exception of a potential license for fluoride toothpaste to be granted to Warner
Lambert.

         3. So long as any Liabilities remain  outstanding,  Lender shall have a
license to use the  Intellectual  Property to the extent deemed necessary by the
Lender to enforce any of its rights in any  collateral  pledged to the Lender by
the Borrower.

         4. If at any time Lender in good faith deems itself undersecured,  upon
demand,  Borrower  shall  execute  collateral  assignments  of the  Intellectual
Property in form and  substance  acceptable to Lender on or within ten (10) days
of such  demand and such  additional  documents  as Lender  deems  necessary  to
perfect its interest in such assets.  In the event the Borrower does not execute
such  assignments  and  documents  within such ten (10) day period,  the line of
credit provided under the Secured Credit Agreement shall cease and no additional
borrowings  shall be permitted.  At the  expiration of such ten (10) day period,
provided no event of default has occurred,  or any circumstances exist that with
the  passage  of time or the  giving of  notice,  or both,  would  constitute  a
default,  Borrower  shall have a period of ninety (90) days to obtain  alternate
financing.  At the  expiration of such ninety (90) day period,  all  Liabilities
shall be due immediately without notice.



<PAGE>


         5. WAIVER OF JURY TRIAL. BORROWER AND LENDER ACKNOWLEDGE THAT THE RIGHT
TO A TRIAL BY JURY IS A CONSTITUTIONAL  RIGHT, BUT THAT THE RIGHT MAY BE WAIVED.
BOTH BORROWER AND LENDER EACH  KNOWINGLY,  VOLUNTARILY,  IRREVOCABLY AND WITHOUT
COERCION,  WAIVE ALL  RIGHTS TO A TRIAL BY JURY OF ALL  DISPUTES  BETWEEN  THEM.
NEITHER  LENDER OR BORROWER SHALL BE DEEMED TO HAVE GIVEN UP THIS WAIVER OF JURY
TRIAL UNLESS THE PARTY  CLAIMING  THAT THIS WAIVER HAS BEEN  RELINQUISHED  HAS A
WRITTEN  INSTRUMENT  SIGNED BY THE OTHER PARTY STATING THAT THIS WAIVER HAS BEEN
GIVEN UP.


PROFESSIONAL DENTAL
TECHNOLOGIES, INC.                                NBD BANK


By: /s/ Frank H. Newton, III                     By: /s/ Harold Dalton
    --------------------------                        --------------------------

Its: Chief Operating Officer                      Its:   Vice President
    --------------------------                       ---------------------------



<PAGE>



                                   SCHEDULE A



 Patent No.                                                 Registration 
                                     Country                Filing Date  
                                                                         
 5,078,158                            USA                     1-7-92     
 5,109,563                            USA                     5-5-92     
 5,205,302                            USA                     4-27-93    
 5,342,284                            USA                     8-30-94    
 5,052,419                            USA                     10-1-91    
 5,276,935                            USA                     1-11-94    
 5,373,599                            USA                     12-20-94   
 5,072,482                            USA                     12-17-91   
 5,148,568                            USA                     9-22-92    
 4,884,849                            USA                     12-5-89    
 4,827,552                            USA                     5-9-89
   350,440                            USA                     9-13-94    
 5,112,226                            USA                     5-12-92    
 4,869,277                            USA                     9-26-89    
 5,234,009                            USA                     8-10-93    
                                                                         
                                                                         
                                                                         
                                   




<PAGE>


                                   SCHEDULE A
                                   ----------



TRADEMARK                                                REG. NO.  
                                                                   
PRO-DENTEC                                               1,953,949 
PRO-DENTX                                                1,953,996 
ROTA-DENT                                                1,431,860 
VICTOR                                                   1,804,289 
PRO-CAM                                                  1,798,603 
MOBIUS                                                   1,849,050 
PROFESSIONAL RELATIONSHIP PROGRAM                        1,849,625 
PDT SENSOR                                               1,933,388 
STM                                                      1,935,285 
SOFT TISSUE MANAGEMENT                                   1,890,856 
BEYOND STM                                               1,900,160