EXHIBIT 10.22

                                January 28, 2000

To the Parties on the Signature Page

Re:   Castle Dental Centers of California, L.L.C.

Ladies & Gentlemen:

      The purpose of this letter is to set forth certain agreements among Castle
Dental Centers of California, L.L.C., a Delaware limited liability company
("Castle West"), CDC of California, Inc., a Delaware corporation ("CDC"), Castle
Dental Centers, Inc., a Delaware corporation ("Castle Dental," and together with
Castle West and CDC, the "Castle Parties"), and each of the other parties listed
on the signature page hereto (the "DCS Parties" and, collectively with the
Castle Parties, the "Parties").

      (A) The Parties hereto have previously entered into the following
agreements (hereinafter, the "Castle West Transaction Documents"):

            1. The Master Contribution and Combination Agreement, dated as of
      January 30, 1998, among the Castle Parties and the DCS Parties, as amended
      by the First Amendment to Master Contribution and Combination Agreement
      dated as of February 27, 1998, the Second Amendment to Master Contribution
      and Combination Agreement dated as of March 16, 1998, and the Third
      Amendment to Master Contribution and Combination Agreement dated as of
      March 30, 1998 (as so amended, the "Combination Agreement");

            2. The letter agreement dated as of May 29, 1998, among the Castle
      Parties and the DCS Parties (the "Letter Agreement");

            3. The Limited Liability Company Agreement of Castle West dated as
      of March 30, 1998 ("Limited Liability Company Agreement"), among Castle
      Dental, CDC, Castle West Holdings, LLC, a California limited liability
      company ("Holdings"), and Dental Consulting Services, LLC, a California
      limited liability company ("DCS");

            4. The Management Agreement between Castle West and Holdings dated
      as of March 30, 1998 ("Management Agreement");

            5. The Shareholders' Agreement between the Castle Parties and the
      DCS Parties dated as of March 30, 1998 ("Shareholders' Agreement");
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            6. The Registration Rights Agreement between Castle Dental and
      Jeffrey D. Schechter, D.D.S. ("J. Schechter"), S. Alexander Soleimani,
      D.M.D. ("Soleimani"), Martin Schechter, D.D.S. ("M. Schechter"), Elliot
      Schlang, D.D.S. ("Schlang"), Dental Advisory Group, LLC, a California
      limited liability company ("DAG"), and Julie D'Aguanno ("D'Aguanno"),
      dated March 30, 1998 (the "Registration Rights Agreement");

            7. Confidentiality and Noncompetition Agreements each dated as of
      March 30, 1998 (the "Noncompetition Agreements") between Castle Dental and
      each of J. Schechter, Soleimani, M. Schechter, Schlang and DAG;

            8. Operating Agreement dated as of March 30, 1998 for Holdings among
      J. Schechter, Soleimani, M. Schechter, Schlang, D'Aguanno and DAG
      ("Holdings Operating Agreement");

            9. Consulting Agreement dated as of March 30, 1998 between Holdings
      and DAG ("Consulting Agreement");

            10. 8% Subordinated Notes of Castle Dental each dated March 30, 1998
      issued to each of J. Schechter, Soleimani, M. Schechter, Schlang and DAG
      in the aggregate original principal amount of $2,689,151 (the "Original
      Notes");

            11. Subordination Agreements dated as of March 30, 1998
      ("Subordination Agreements"), by and among Castle Dental, Nationsbank of
      Texas, N.A. and each of J. Schechter, Soleimani, M. Schechter, Schlang and
      DAG; and

            12. Assumption Agreement, dated March 30, 1998, by Castle West and
      DCS ("Assumption Agreement").

      As a result of the consummation of the transactions contemplated by the
Castle West Transaction Documents, CDC acquired the Class A and Class D
Membership Interests in Castle West, DCS acquired the Class B Membership
Interest in Castle West and Holdings acquired the Class C Membership Interest in
Castle West. J. Schechter and Schlang currently serve as directors of Castle
West, and J. Schechter serves as President, and M. Schechter, Schlang and
Soleimani each serve as a Vice President of Castle West.

      (B) In addition, in connection with the foregoing, the following documents
were executed by Castle West in connection with Castle Dental's bank facility
(hereinafter, the "Castle Bank Documents"):

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            1. Guarantee, dated as of March 30, 1998, by Castle West in favor of
      Nationsbank of Texas, N.A., as amended or supplemented to date;

            2. Security Agreement, dated as of March 30, 1998, by Castle West in
      favor of Nationsbank of Texas, N.A., as amended or supplemented to date;

            3. Financing Statement, dated as of March 30, 1998, by Castle West
      in favor of Nationsbank of Texas, N.A., as amended or supplemented to
      date; and

            4. Certain other documents evidencing Castle West's liabilities, if
      any, with respect to Castle Dental's senior creditors.

      (C) In addition, in connection with the foregoing, the following documents
were executed by the DCS Parties and never delivered to the Castle Parties
(collectively, the "Undelivered Documents"):

            1. Asset Purchase Agreement between Martin Schechter, D.D.S., Inc.
      ("Schechter, Inc.") and DCS (the "Schechter Agreement").

            2. Asset Purchase Agreement between Elliot Schlang, D.D.S., Inc.
      ("Schlang, Inc.") and DCS (the "Schlang Agreement").

            3. Asset Purchase Agreement between S.A. Soleimani, D.M.D., Inc.
      ("Soleimani, Inc.") and DCS (the "Soleimani Agreement" and, together with
      the Schechter Agreement and the Schlang Agreement, the "Asset Purchase
      Agreements").

            4. Management Services Agreement between Castle West and Schechter,
      Inc. ("Schechter MSO").

            5. Stock Put/Call Option and Successor Designation Agreement between
      Castle West, Schechter, Inc. and M. Schechter regarding the outstanding
      capital stock of Schechter, Inc. ("Schechter Buy/Sell").

            6. Management Services Agreement between Castle West and Schlang,
      Inc. ("Schlang MSO").

            7. Stock Put/Call Option and Successor Designation Agreement between
      Castle West, Schlang, Inc. and Schlang regarding the outstanding capital
      stock of Schlang, Inc. ("Schlang Buy/Sell").

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            8. Management Services Agreement between Castle West and Soleimani,
      Inc. ("Soleimani MSO" and collectively with the Schechter MSO and the
      Schlang MSO, the "MSO Agreements").

            9. Stock Put/Call Option and Successor Designation Agreement between
      Castle West, Soleimani, Inc. and Soleimani regarding the outstanding
      capital stock of Soleimani, Inc. ("Soleimani Buy/Sell" and collectively
      with the Schechter Buy/Sell and the Schlang Buy/Sell, the "Buy/Sell
      Agreements").

      (D) The following forms of consideration have not yet been paid or
delivered by the Castle Parties to the DCS Parties pursuant to the Castle West
Transaction Documents and the MSO Agreements (collectively, the "Outstanding
Castle Obligations"):

            1. The "Acquisition Purchase Price Adjustment" as defined in Section
      3.4 of the Combination Agreement;

            2. The "B Merger Consideration" as defined in Section 7.1 of the
      Combination Agreement;

            3. The "C Merger Consideration" as defined in Section 8.1 of the
      Combination Agreement, as well as any Incentive Payment payable pursuant
      to the provisions of Section 8.1(c) of the Combination Agreement;

            4. Certain distributions of cash payable pursuant to Article 8 of
      the Limited Liability Company Agreement;

            5. Certain management fees payable pursuant to Section 3 of the
      Management Agreement (including any amounts which Holdings was to use to
      pay the Consulting Fee to DAG pursuant to Section 4 of the Consulting
      Agreement); and

            6. Certain Gross Practice Revenues (as defined in the MSO
      Agreements) excluded from MSO compensation under the MSO Agreements.

      On July 22, 1999, the DCS Members appropriately gave notice to the Castle
Parties of their exercise of their right to cause the B Merger (as defined in
the Contribution Agreement). On September 30, 1999, Castle West gave notice to
Holdings of Castle West's intention not to extend the term of the Management
Agreement beyond its initial term and consequently the Management Agreement will
terminate by its terms on March 30, 2000. On November 17, the Castle Parties
delivered to counsel for the DCS Parties for the benefit and on behalf of the
DCS Parties a wire

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transfer payable to the trust account of Kaye, Scholer, Fierman, Hays & Handler,
LLP in the amount of $300,000. The character of such payment, which is
non-refundable, shall be determined in accordance with Section (E)18 below.

      Certain differences and disagreements have arisen between the Parties
hereto with regard to the foregoing transactions (the "Castle West Transaction")
and the Parties hereto desire to settle all of their differences in the manner
stated below:

      (E) NOW, THEREFORE, in consideration of the foregoing, the Parties hereto
agree as follows:

            1. Other than as specifically stated to the contrary in this
      Agreement below, following the Payment Date (as defined below), if any,
      the Parties hereto shall have no further obligations under the Castle West
      Transaction Documents and the Undelivered Documents (collectively, the
      "Existing Documents"), and such agreements shall be terminated and be of
      no further force or effect.

            The Castle Bank Documents shall remain in full force and effect
      following the Closing. However, each of the Castle Parties, jointly and
      severally, shall indemnify and hold each of the DCS Parties, and any
      affiliate or related person thereof (other than Castle West), harmless
      from and against any and all Damages (as defined in the Combination
      Agreement) suffered by any DCS Party, and any affiliate or related person
      thereof (other than Castle West), following the Payment Date as a result
      of, caused by, arising out of, or in any way relating to the Castle Bank
      Documents.

            2. The closing of the transactions contemplated hereby ("Closing")
      shall occur when all documents required to be signed are signed by all
      Parties hereto and delivered at the law offices of Kaye, Scholer, Fierman,
      Hays & Handler, LLP in Los Angeles, California on or before January 28,
      2000. At the Closing, the Parties hereto shall deliver the items as stated
      below. The Parties agree that for purposes of holding and delivering
      documents under this Agreement, counsel for the DCS Parties is Kaye,
      Scholer, Fierman, Hays & Handler, LLP and counsel for the Castle Parties
      is Boyer, Ewing & Harris Incorporated. All items shall be exchanged and
      delivered to the respective legal counsel for the Parties. If the Closing
      does not occur on or before January 28, 2000, the provisions of this
      Agreement shall be terminated and be of no further force and effect.

                  (a) The respective DCS Parties shall deliver to counsel for
            the Castle Parties executed copies of the Undelivered Documentation.

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                  (b)   The DCS Parties shall deliver to counsel for the DCS
            Parties the following:

                        (i) DCS shall deliver membership certificates and a
                  membership power transferring the Class B Membership Interest
                  in Castle West to CDC free and clear of all liens other than
                  those that may exist under any of the Castle West Transaction
                  Documents in favor of the Castle Parties, effective only after
                  the occurrence of the Payment Date;

                        (ii) Holdings shall deliver membership certificates and
                  a membership power transferring the Class C Membership
                  Interest in Castle West to CDC free and clear of all liens
                  other than those that may exist under any of the Castle West
                  Transaction Documents in favor of the Castle Parties,
                  effective only after the occurrence of the Payment Date; and

                        (iii) J & K Partnership, a California general
                  partnership ("J&K"), and M. Schechter and Schlang, as the
                  respective landlords under the following leases:

                              (x) lease agreement dated August 1, 1996, by and
                        between J&K", as the landlord, and Schechter, Inc. as
                        the tenant, regarding the premises located at 13220
                        Hawthorne Blvd., Hawthorne, California (as amended by
                        First Amendment to Lease Agreement dated effective as of
                        November 1, 1996), which lease has been assigned by
                        Schechter, Inc. to DCS and has been further assigned by
                        DCS to Castle West such that Castle West is currently
                        the tenant thereunder (the "Hawthorne Lease"); and

                              (y) lease agreement dated August 1, 1996, by and
                        between M. Schechter and Schlang, as the landlord, and
                        Elliot Schlang, Inc. as the tenant, regarding the
                        premises located at 4433 Tweedy Blvd., South Gate,
                        California (as amended by First Amendment to Lease
                        Agreement dated effective as of November 1, 1996), which
                        lease has been assigned by Elliot Schlang, Inc. to DCS
                        and has been further assigned by DCS to Castle West such
                        that Castle West is currently the tenant thereunder (the
                        "South Gate Lease");

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                  shall enter into new lease agreements (the "New Leases") with
                  Castle West replacing the Hawthorne Lease and the South Gate
                  Lease. The New Leases shall be in the forms of Exhibits A-1
                  and A-2 attached hereto; and

                        (iv) The side letter agreement between the DCS Parties
                  and the Castle Parties (the "Side Letter Agreement"), which
                  shall supercede the provisions of this Agreement.

                  (c)   The Castle Parties shall deliver to counsel for the DCS
            Parties:

                        (i)   three original executed copies of this Letter;

                        (ii)  the New Leases;

                        (iii) guaranties by Castle Dental of the obligations of
                  Castle West under the New Leases and the month-to-month lease
                  by and between Schlang, as the landlord, and Castle West as
                  the tenant, regarding the premises located at 140 North
                  Victory Boulevard, Burbank, California (the "Burbank Lease");

                        (iv)  a check in the amount of $3,000.00 made payable to
                  Carol Perrin in payment of services rendered in dissolving
                  corporations owned by J. Schechter and Soleimani; and

                         (v) the Side Letter Agreement.

      Counsel for the DCS Parties shall hold copies of the executed documents
      described in Section (E)2(b) and Section (E)2(c) (the "Remaining
      Documents") in escrow pending the occurrence of the Payment Date. If the
      Payment Date occurs, Counsel for the DCS Parties shall deliver the
      Remaining Documents to the Castle Parties. If the Payment Date does not
      occur, Counsel for the DCS Parties shall deliver the Remaining Documents
      to the DCS Parties, upon which time they shall be cancelled and of no
      effect and shall be null and void.

            3. On or prior to February 1, 2000, Castle Dental shall (a) wire
      transfer to the trust account of Kaye, Scholer, Fierman, Hays & Handler,
      LLP, $5,000,000 as a final payment in settlement of, and in lieu of, all
      amounts owed by the Castle Parties to the DCS Parties as Outstanding
      Castle Obligations or otherwise in connection with the Castle West
      Transaction, (b) delivery of checks to Kaye, Scholer, Fierman, Hays &
      Handler, LLP made payable to the DCS Members equal the past-due interest
      and principal payments on the

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      Current Notes and (c) delivery of a check in the amount of $9,493 payable
      to Kaye, Scholer, Fierman, Hays & Handler, LLP to be held in trust for
      payment of the amounts payable under Sections (E)12(d) and (E)12(g)
      hereunder (collectively, the "Full Settlement Amount"). If the Castle
      Parties pay the Full Settlement Amount on or prior to February 1, 2000,
      then the date that such payment is received shall be the "Payment Date".
      If the Castle Parties do not pay the Full Settlement Amount by February 1,
      2000, there shall be no Payment Date hereunder and all transactions and/or
      amendments contemplated hereby that are predicated on the occurrence of
      the Payment Date shall be of no force and effect. Notwithstanding anything
      herein to the contrary, the Castle Parties shall remain obligated to pay
      to the DCS Parties distributions of cash payable pursuant to Article 8 of
      the Limited Liability Company Agreement that accrue during the three-month
      period ending December 31, 1999 ("Fourth Quarter Earnings"), such amount
      to be payable on March 15, 2000.

            4. If the Payment Date does not occur, the Existing Documents shall
      remain in full force and effect except for those Existing Documents that
      are specifically amended herein effective as of the Closing, which
      Existing Documents shall remain amended as described herein following the
      Closing regardless of the occurrence or nonoccurrence of the Payment Date.
      If the Payment Date does not occur, on February 1, 2000, the Castle
      Parties shall: (a) wire transfer to the trust account of Kaye, Scholer,
      Fierman, Hays & Handler, LLP $336,530; (b) file the B Merger Certificate
      (as defined in the Combination Agreement) with the Delaware Secretary of
      State and (c) deliver 421,116 shares of Castle Dental Common Stock to the
      DCS Parties as payment in full of the B Merger Consideration
      (collectively, the "Partial Settlement Amount"). The shares of Castle
      Dental Common Stock deliverable pursuant to item (c) of this Section (E)4
      shall be dated as of July 22, 1999, the date the B Merger Notice was
      provided to Castle Dental, and such shares shall be deemed for all
      purposes to have been outstanding since such date. Following payment of
      the Partial Settlement Amount, if made on or before February 1, 2000, the
      Castle Parties shall be relieved of any obligation to pay any further
      amounts regarding (i) the Acquisition Purchase Price Adjustment applicable
      to the purchase of the Class A Membership Interest and the Class B
      Membership Interest, (ii) any payments due and owing by the Castle Parties
      or otherwise accrued through December 31, 1999 or which should otherwise
      have been paid by the Castle Parties on or prior to such date as (x)
      management fees payable pursuant to Section 3 of the Management Agreement
      (including any amounts which Holdings was to use to pay the Consulting Fee
      to DAG pursuant to Section 4 of the Consulting Agreement); or (y) Gross
      Practice Revenues excluded from MSO compensation under the MSO Agreements,
      (iii) any payments due and owing by the Castle Parties or otherwise
      accrued through September 30, 1999 or which should otherwise have been
      paid by the Castle Parties on or prior to such date as distributions of
      cash payable pursuant to Article 8 of the Limited Liability Company
      Agreement and (iv) the B Merger Consideration (collectively, the

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      "Adjustment Obligations"). Notwithstanding anything herein to the
      contrary, the Castle Parties shall remain obligated to pay to the DCS
      Parties the Fourth Quarter Earnings, such amount to be payable on March
      15, 2000.

            5. If the Payment Date does not occur, in addition to payment and
      delivery of the Partial Settlement Amount and the Fourth Quarter Earnings,
      the Castle Parties shall immediately resume making all payments due under
      the Existing Documents to the extent the obligation to make such payments
      accrues on or after January 1, 2000 in accordance with the terms of the
      Existing Documents, the Management Agreement shall be terminated as of
      March 30, 2000, and the DCS Parties shall be entitled to receive the C
      Merger Consideration upon delivery of the C Merger Notice (as defined in
      the Contribution Agreement). The Parties agree that time is strictly of
      the essence regarding the obligations of the Parties under this agreement.
      In addition, if the Partial Settlement Amount is not timely paid and
      delivered on or before February 1, 2000, the Castle Parties shall not be
      relieved of any obligations under any agreement giving rise to the
      Adjustment Obligations and shall be obligated to pay the full amount
      thereof including, without limitation, the Adjustment Obligations.

            6. The Asset Purchase Agreements and all documents transferring
      ownership of the assets of DCS's business to Castle West as described
      therein shall remain in full force and effect in order to effect the
      transfer of such assets of Schechter, Inc., Schlang, Inc. and Soleimani,
      Inc. to DCS, and the subsequent transfer of DCS's assets (with the
      exception of any interest in or assets of the Canoga Park office which was
      not, and shall not be deemed to have been, transferred) to Castle West.
      The Parties hereto hereby ratify the transfers of all of such assets to
      Castle West and agree that, following the Closing, Castle West shall
      continue to own and operate the assets and business it acquired from DCS
      in connection with the Castle West Transaction, subject to the terms and
      provisions of the New Leases and the Burbank Lease. The Parties further
      agree that following the Payment Date Castle West shall be owned solely by
      CDC.

            7. The Parties hereto hereby ratify the assumption of the
      obligations, liabilities and responsibilities under the Assumption
      Agreement and related documents and agree that Castle West shall continue
      to pay such obligations and liabilities and to perform such
      responsibilities in accordance with their respective terms.

            8. The consideration previously received by the DCS Parties,
      regardless of the form thereof, shall be retained by the DCS Parties and
      the Original Notes and the Subordination Agreements shall remain in full
      force and effect following the Closing.

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            9. Following the earlier of March 30, 2000 or the Payment Date,
      other than as set forth in Sections (E)11 and (E)12 hereof, no DCS Party
      shall be obligated to provide any services to any Castle Party pursuant to
      any Existing Document, oral employment agreement or otherwise. Following
      the Closing, the Castle Parties shall be free to contract with D'Aguanno
      in any capacity. Effective as of the Payment Date, J. Schechter, M.
      Schechter, Schlang and Soleimani hereby resign from all of their positions
      as officers and/or directors of Castle West.

            10. Following the Closing, the Noncompetition Agreements shall be
      and are hereby amended and restated as set forth in Exhibit B attached
      hereto and incorporated herein by this reference, with such agreement
      remaining in full force and effect following the Closing as so amended.

            11. Following the Closing, the MSO Agreements shall remain in full
      force and effect provided that the MSO Agreements (other than the
      Schechter MSO Agreement) shall be and hereby are amended as of the Payment
      Date to delete the $2,500 per month exclusion of Gross Practice Revenues
      from the compensation payable to the MSO thereunder (the "Ownership Fee").
      Following the Closing, the $2,500 per month Ownership Fee shall remain
      payable to Schechter, Inc. until such time as the Capital Stock of
      Schechter, Inc. is transferred to a qualified transferee pursuant to
      Section (E)12(d) below.

            12. Following the Closing, the Buy/Sell Agreements shall remain in
      full force and effect provided that as of the Payment Date they shall be
      and hereby are amended as follows:

                  (a) The Put Option and the Call Option currently set forth in
            Sections 2 and 3 are deleted in their entirety.

                  (b) The MSO may exercise the Successor Designation Option set
            forth in Section 5 upon its determination that it has located a
            qualified successor to purchase all of the outstanding Capital Stock
            of the applicable PC. The dentist owning the Capital Stock of each
            PC hereby agrees that he will not attempt to transfer such Capital
            Stock to any person other than the qualified successor to be
            designated by the Castle Parties.

                  (c) The Purchase Price of the Capital Stock of the PC (as
            defined in Section 10) shall be $100.00 in cash.

                  (d) The dentist owning the Capital Stock in the applicable PC
            (other than M. Schechter) hereby agrees to continue to serve as the
            dentist of record for such PC

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            at all of its current locations until the later to occur of (i) the
            date Castle West designates a successor and the Capital Stock of the
            applicable PC is transferred to such successor and (ii) March 30,
            2000. M. Schechter hereby agrees to continue to serve as the dentist
            of record for Schechter, Inc. at its current location at 13220
            Hawthorne Blvd., Hawthorne, California, until the earlier to occur
            of (1) the date 90 days following the date he gives notice that he
            desires that Castle West designate a successor owner of Schechter,
            Inc., (2) the occurrence of any "Transfer Event" (as defined in
            Section 5(a) of the Schechter Buy/Sell), (3) the date 30 days
            following the date that Castle West gives notice that it desires to
            designate a successor owner of Schechter, Inc. and (4) the second
            anniversary of the Payment Date. In the event that Castle West
            elects to cause M. Schechter to transfer the Capital Stock of
            Schechter, Inc. pursuant to the provisions of section (3) of the
            previous sentence, Castle West shall be obligated to pay, as a
            condition of closing of such transfer of such Capital Stock, the
            Ownership Fees that would have been paid to Schechter, Inc. between
            the date of such transfer and the second anniversary of the Payment
            Date. Upon the transfer of the Capital Stock of Schechter, Inc., M.
            Schechter shall be reimbursed for any pension administration fees
            for termination of his PC Pension/Profit Sharing Plan, in an amount
            not to exceed $5,000 upon submission of invoices therefor to Kaye,
            Scholer, Fierman, Hays & Handler, LLP which Kaye, Scholer, Fierman,
            Hays & Handler, LLP shall be entitled to pay at its sole discretion
            out of the funds delivered to Kaye, Scholer, Fierman, Hays &
            Handler, LLP by Castle Dental pursuant to Section (E)3(c) above. M.
            Schechter hereby agrees to indemnify and hold harmless the Castle
            Parties from any and all Damages that they may incur as a result of
            any violation of ERISA by Schechter, Inc. or M. Schechter in the
            administration or termination of such PC Pension/Profit Sharing
            Plan.

                  (e) The Castle Parties hereby agree to locate a qualified
            successor to purchase all of the outstanding Capital Stock of each
            PC (other than Schechter, Inc.) subject to a Buy/Sell Agreement and
            to cause such purchaser to purchase the Capital Stock of each PC
            (other than Schechter, Inc.) as soon a practicable but no later than
            March 30, 2000, after which date the dentist owning such PC shall
            have no further obligation to provide any further services to such
            PC or to any Castle Party. The Castle Parties hereby agree to locate
            a qualified successor to purchase all of the outstanding Capital
            Stock of Schechter, Inc. and to cause such purchaser to purchase the
            Capital Stock of Schechter, Inc. no later than the date M.
            Schechter's obligation to serve as dentist of record for Schechter,
            Inc. expires in accordance with the provisions of the last sentence
            of Section (E)12(d) above, after which date M. Schechter shall have
            no further obligation to provide any further services to Schechter,
            Inc. or to any Castle Party. Following such date, the purchaser of
            such

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            Capital Stock shall become the dentist of record for all locations
            of such PC. If M. Schechter so requests, following the purchase of
            the Capital Stock of Schechter, Inc., he may, but shall not be
            required to, continue to practice dentistry at the Hawthorne
            location for a period ending on the third anniversary of the Closing
            Date (unless such period is extended at the discretion of Castle
            West), subject to the reasonable supervision of the dentist then
            owning Schechter, Inc.

                  (f) If an existing patient requests to consult with a DCS
            Member, the Castle Parties shall use good faith efforts to give such
            information to the applicable DCS Party by telephonic and/or voice
            message at a number designated by the applicable DCS Member with
            such action to occur within 24 hours of the time such patient
            request is received by a Castle Party or its representative or
            employee. If such DCS Party cannot be reached to provide such
            information, the Castle Parties shall reasonably attempt to provide
            such patient with professional quality care and treatment by another
            dentist. The Castle Parties hereby agree, that if a DCS Party who is
            a dentist requests to see an existing patient of such DCS Party at
            one of the offices managed by Castle West and reasonably asserts
            that the reason for his request to provide services to such patient
            is that he is required to provide such services under applicable
            law, such DCS Party shall be allowed to provide such services to
            such patient at such Castle West office but shall be entitled to no
            remuneration for such services from such office.

                  (g) The Castle Parties agree to pay for and maintain
            malpractice insurance coverage for dentists who are DCS members in a
            manner which is substantially similar to such insurance presently in
            effect, and further agree to pay for and maintain after the Payment
            Date such malpractice insurance commonly referred to as a "tail" for
            the dentists who are DCS Members covering the period they served as
            dentists at a PC so that such dentists are continuously covered by
            malpractice insurance without any gap in malpractice insurance
            coverage. Such malpractice insurance coverage will be purchased for
            each owner of a PC on or prior to the date the Capital Stock of such
            PC is transferred to a qualified successor and the purchase of such
            insurance will be a condition precedent to the closing of the sale
            of such Capital Stock. J. Schechter shall purchase his own
            malpractice insurance and shall submit an invoice therefor to Kaye,
            Scholer, Fierman, Hays & Handler, LLP in an amount not to exceed
            $4,493 which Kaye, Scholer, Fierman, Hays & Handler, LLP shall be
            entitled to pay at its sole discretion out of the funds delivered to
            Kaye, Scholer, Fierman, Hays & Handler, LLP by Castle Dental
            pursuant to Section (E)3(c) above. Prior to such dates, the Castle
            Parties agree to keep the malpractice insurance currently in force
            at the PCs in effect.

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                  (h) Upon the closing of a transaction designating a successor
            dentist for a PC, the name of the PC shall be changed so that its
            new name is not substantially similar to its then existing name and
            does not use the name of any DCS Party and the dentist transferring
            the PC shall have the right to use his name in any other business or
            entity. The Castle Parties shall reimburse such dentist for
            reasonable legal and accounting fees incurred in connection with
            such transfer in an amount not to exceed $5,000 for each such
            transfer limited to one per PC. Payment of such reasonable legal and
            accounting fees shall be payable at the closing of the transfer of
            the Capital Stock of the PC, upon presentment of an invoice
            itemizing such amounts.

                  (i) For 18 months following the Payment Date, J. Schechter and
            M. Schechter shall be permitted to practice one day per month at
            their choosing at either the Hawthorne or South Gate locations, on
            any patients they choose. In addition, for a period of 24 months
            following the Payment Date, J. Schechter and M. Schechter shall be
            permitted to treat their family members at either the Hawthorne or
            South Gate locations. In connection with dental services provided
            pursuant to this subsection: (w) neither J. Schechter nor M.
            Schechter will receive any compensation for dental services provided
            or be charged for use of the Castle Parties' facilities; (x) J.
            Schechter and M. Schechter shall not be entitled to the assistance
            of any of the Castle Parties' staff; (y) J. Schechter and M.
            Schechter shall reimburse the Castle Parties for any supplies used
            or third-party costs incurred; and (z) J. Schechter and M. Schechter
            shall indemnify and hold harmless the Castle Indemnitees for any
            Damages they may incur as a result of any malpractice claims brought
            in connection with such dental services. If M. Schechter provides
            dental services to patients who are obligated to pay in accordance
            with Castle West's then existing fee structure, M. Schechter shall
            be compensated for such services in accordance with past practices
            and, with respect to such services provided, he shall not be subject
            to the provisions of the immediately preceding sentence.

                  (j)   The Castle Parties acknowledge that Schechter, Inc. is
            currently sponsoring four doctors in its office for U.S.
            citizenship.  The Castle Parties hereby agree, to the full extent
            permitted by law, to continue sponsoring such individuals for U.S.
            citizenship, provided that their continued employment with
            Schechter, Inc. shall be dependent upon their job performance.

                  (k) Lane Schechter and Danny Gersh shall be entitled to
            continue to receive orthodontic treatment at the Hawthorne office at
            no cost or expense to them.

                                       13
<PAGE>
                  (l) For a period of eighteen months following the Payment
            Date, the Castle Parties shall provide COBRA health insurance
            coverage to the DCS Members and their families who are currently
            covered by health insurance through any Castle Party, at such DCS
            Member's expense.

            In addition, each of the Castle Parties, jointly and severally,
      shall indemnify and hold each of the DCS Parties, and any affiliate or
      related person thereof, harmless from and against any and all Damages
      suffered by any DCS Party, and any affiliate or related person thereof, as
      a result of, caused by, arising out of, or in any way relating to the
      ownership, operation or conduct of a PC (other than a DCS Party's
      liability for his own malpractice or for any violations of ERISA in
      connection with the administration or termination of the PC Pension/Profit
      Sharing Plan in place at Schechter, Inc.) or the operation of the business
      of any Castle Party. Each owner of a PC hereby represents and warrants to
      the Castle Parties that (i) the only business that is currently being
      conducted by his PC (except as requested by a Castle Party or its
      affiliate) or that will be conducted by his PC as long as he is the owner
      thereof and the applicable Buy/Sell Agreement remains in effect is the
      provision of dental services consistent with the terms of the applicable
      MSO Agreement, (ii) other than the MSO Agreement with Castle West and
      employment agreements with dentists employed by his PC, his PC is not a
      party to any material agreement or contract other than those disclosed in
      or contemplated by the Castle West Transaction Documents or any
      replacement, renewal or similar substitution or extension thereof and
      (iii) his PC has no debt obligations outstanding and will not incur any
      debt as long as the applicable Buy/Sell Agreement remains in effect. The
      Castle Parties hereby represent and warrant that all payments owed to the
      PCs to date have been paid in full. The Castle Parties agree to indemnify
      and hold harmless the owners of the PCs from any and all Damages any of
      them may incur resulting from any obligation that any Castle Party causes
      such PC to incur, directly or indirectly, which is not otherwise paid.

            13. Following the Closing, the Limited Liability Agreement shall
      remain in full force and effect provided that as of the Payment Date CDC
      shall be the only party thereto; provided, however, that the provisions of
      Articles 11 (with respect to any period as to which any DCS Party was a
      Member of Castle West), 12 and 13 thereof shall continue for the benefit
      of, and shall be enforceable by, each DCS Party as if each such DCS Party
      was set forth in such agreement as a party thereto entitled to the
      benefits thereof.

            14. Following the Payment Date, the terms and provisions of the
      Combination Agreement shall terminate other than the terms and provisions
      of:

                                       14
<PAGE>
                  (a) Section 15.2, (which shall also be deemed to refer to any
            Books and Records (as defined in the Combination Agreement) of
            Castle West related to the operation of Castle West and its
            predecessors whether or not such Books and Records were transferred
            to Castle West in connection with the consummation of the
            transactions contemplated by the Castle West Transaction Documents)
            which shall continue for a period of no less than six years from the
            date of the Payment Date; and

                  (b) Section 17.1 items (b) and (c) and the other applicable
            procedural provisions set forth in Article 17, which will survive
            until the end of the statute of limitation with respect to any
            applicable possible claim thereunder.

      The Parties agree that the transactions contemplated hereby are being
      entered into and consummated at the Payment Date in lieu of consummating
      the B Mergers and the C Mergers contemplated by the Combination Agreement
      and otherwise requiring the Castle Parties to pay the Outstanding Castle
      Obligations.

            15. Other than the obligations of the respective Parties under this
      Agreement and those provisions of the Existing Documents specifically
      preserved by this Agreement (including, without limitation, the
      obligations of the Castle Parties to pay or deliver certain amounts and
      securities to the DCS Parties with respect to the Outstanding Castle
      Obligations), all of which shall remain for all purposes in full force and
      effect in accordance with their respective terms and provision (as
      modified, as applicable, by this Agreement), for and in consideration of
      the releases and indemnities set forth herein and entry into this
      Agreement and the delivery of the documents required hereby, effective as
      of the Closing, each of the Castle Parties does hereby release, remise and
      forever discharge each of the DCS Parties and their respective heirs,
      successors, assigns, legal and personal representatives, estates,
      devisees, legatees, past or present officers, directors, employees,
      shareholders, stockholders, parent and subsidiary corporations, agents,
      affiliates and their attorneys, and each of them, separately and
      collectively ("DCS Indemnitees"), of and from any and all manner of
      claims, demands, actions, causes of action, suits, proceedings,
      controversies, rights, obligations, liabilities, disputes, amounts due,
      debts, contracts, judgments, damages, counterclaims, defenses, set-offs,
      credits, known or unknown, asserted or not asserted, of any nature
      whatsoever, in law or in equity, whether pursuant to federal or state
      securities laws or otherwise (herein collectively referred to as "Claims")
      which it ever had, now has or which it or its heirs, representatives,
      devisees, legatees, successors or assigns can, shall or may have for or by
      any reason of any matter, cause or thing whatsoever relating to or in any
      way connected with the Existing Documents, any transaction contemplated by
      the Existing Documents or any breach thereof by any DCS Indemnitee prior
      to the Closing, including, but not limited to, any services or employment
      rendered or not rendered to the Castle Parties. For

                                       15
<PAGE>
      avoidance of doubt, following the Closing, the Castle Parties acknowledge
      that they have no defenses, claims, or other offsets against payment of
      the Original Notes, the Partial Settlement Amount, the Full Settlement
      Amount, the C Merger Consideration or other amounts owing to the DCS
      Parties under the Existing Documents (all of which shall be calculated and
      paid in accordance with the terms of the Existing Documents or this
      document, as applicable) arising from events occurring prior to the
      Closing and agree that they shall not assert any such defense, claim or
      offset; provided that the Original Notes remain subject to the
      Subordination Agreements. Following the Payment Date, monies owed to, or
      incurred in connection with, Dr. Leon Roisman (or his affiliates), if any,
      shall be the sole obligation of the Castle Parties; provided, that
      expenses incurred in connection with the foregoing during the fourth
      quarter of 1999 will reduce, pro rata in accordance with their ownership
      percentage in Castle West, the amount of Fourth Quarter Earnings payable
      to the DCS Parties.

            16. Other than the obligations of the respective Parties under this
      Agreement and those provisions of the Existing Documents specifically
      preserved by this Agreement, all of which shall remain for all purposes in
      full force and effect in accordance with their respective terms and
      provision (as modified, as applicable, by this Agreement), for and in
      consideration of the releases and indemnities set forth herein and entry
      into this Agreement and the delivery of the documents required hereby,
      effective as of the Closing, each of the DCS Parties does hereby release,
      remise and forever discharge each of the Castle Parties and their
      respective heirs, successors, assigns, legal and personal representatives,
      estates, devisees, legatees, past or present officers, directors,
      employees, shareholders, stockholders, parent and subsidiary corporations,
      agents, affiliates and their attorneys, and each of them, separately and
      collectively ("Castle Indemnitees"), of and from any and all Claims which
      it ever had, now has or which it or its heirs, representatives, devisees,
      legatees, successors or assigns can, shall or may have for or by any
      reason of any matter, cause or thing whatsoever relating to or in any way
      connected with the Existing Documents, any transaction contemplated by the
      Existing Documents or any breach thereof by any Castle Indemnitee prior to
      the Closing. Effective as of the Payment Date, except as otherwise
      specifically provided herein to the contrary, each of the DCS Parties does
      hereby release, remise and forever discharge each of the Castle
      Indemnities of and from any and all Claims which it ever had, now has or
      which it or its heirs, representatives, devisees, legatees, successors or
      assigns can, shall or may have for or by any reason of any matter, cause
      or thing whatsoever relating to or in any way connected with any
      obligation to pay the Acquisition Purchase Price Adjustment, the B Merger
      Consideration, the C Merger Consideration or any other amounts payable
      under the Combination Agreement, the Letter Agreement, the Limited
      Liability Company Agreement (other than Fourth Quarter Earnings, which
      shall remain payable), the Management

                                       16
<PAGE>
      Agreement, the Holdings Operating Agreement, the Consulting Agreement or
      the Adjustment Obligations.

            17. The DCS Parties hereby agree, jointly and severally, to
      indemnify and hold harmless the Castle Indemnitees from any and all
      Damages suffered by any Castle Indemnitee as a result of, caused by,
      arising out of, or in any way relating to any allegations by D'Aguanno,
      JUL-C Corporation or their respective heirs, representatives, devisees,
      legatees, successors or assigns (the "D'Aguanno Affiliates") to the effect
      that (a) any of the DCS Parties breached, misrepresented the contents of,
      or violated any duty owed to any D'Aguanno Affiliate under any Existing
      Document or applicable law or (b) any Castle Indemnitee acted in concert
      with any DCS Party (in consummating the transactions contemplated by this
      Agreement or otherwise) to deprive any D'Aguanno Affiliate of any rights
      or value that she or it was entitled to receive under the Existing
      Documents.

            18. The Parties agree that the transactions contemplated herein
      shall be treated for federal, state and local tax purposes as follows, and
      agree to report to all tax authorities consistent with this Section 18:

                  (a)   If the Payment Date occurs:

                        (i) The $300,000 payment made by the Castle Parties on
                  November 17, 1999 and the Full Settlement Amount shall be
                  considered payments (x) first, in consideration of the cash
                  and note portion of the Acquisition Purchase Price Adjustment
                  applicable to the sale of the Class A Membership Interest in
                  an amount equal to $336,530; (y) second, in consideration of
                  the sale of the Class B Membership Interest by DCS to CDC in
                  an amount equal to $3,663,470; and (z) third, in consideration
                  of the sale of the Class C Membership interest by Holdings to
                  CDC in an amount equal to $1,300,000. No amount shall be
                  considered a payment in connection with amounts described in
                  Section (D)5 or (D)6 or any other amounts that may otherwise
                  be due and owing to the DCS Parties under any of the
                  Outstanding Castle Obligations.

                        (ii) The amount of Castle West's taxable income
                  allocable to Holdings for the taxable period ending December
                  31, 1999 shall be an amount equal to the lesser of (x) twenty
                  percent of the total amount of Castle West's taxable income or
                  (y) $200,000. The amount of Castle West's taxable income
                  allocable to Holdings for the taxable period ending on the
                  Payment Date shall be zero. No other allocation of taxable
                  profits, losses or gains of

                                       17
<PAGE>
                  Castle West shall be allocated to Holdings, DCS or any other
                  DCS Party for either taxable year. To the extent necessary to
                  give effect to this Section (E)18(a)(ii), this Section
                  (E)18(a)(ii) shall be considered an amendment to the Limited
                  Liability Company Agreement.

                        (iii) The payment of the Fourth Quarter Earnings shall
                  be treated as a distribution from Castle West to Holdings
                  under Article 8 of the Limited Liability Company Agreement.
                  Should the distribution occur after the transfer of the B
                  Membership Interests and C Membership interests, the parties
                  shall treat the payment as a payment pursuant to Section
                  736(b) of the Internal Revenue Code of 1986, as amended (the
                  "Code").

                  (b) If the Payment Date does not occur, and the Partial
            Settlement Amount is paid on or before February 1, 2000:

                        (i) The $300,000 payment made by the Castle Parties on
                  November 17, 1999 and the cash portion of the Partial
                  Settlement Amount shall be considered a partial payment in
                  consideration of the cash and note portion of the Acquisition
                  Purchase Price Adjustment applicable to the sale of the Class
                  A Membership Interest. No amount shall be considered a payment
                  in connection with amounts described in Section (D)5 or (D)6
                  or any other amounts that may otherwise be due and owing to
                  the DCS Parties under any of the Outstanding Castle
                  Obligations.

                        (ii) The amount of Castle West's taxable income
                  allocable to Holdings for the taxable period ending December
                  31, 1999 shall be an amount equal to the lesser of (i) twenty
                  percent of the total amount of Castle West's taxable income or
                  (ii) $200,000 plus Fourth Quarter Earnings. No other
                  allocation of taxable profits, losses or gains of Castle West
                  shall be allocated to Holdings, DCS or any other DCS Party for
                  the taxable year ending on December 31, 1999. To the extent
                  necessary to give effect to this Section (E)18(b)(ii), this
                  Section(E)18(b)(ii) shall be considered an amendment to the
                  Limited Liability Company Agreement.

                        (iii) The payment of the Fourth Quarter Earnings shall
                  be treated as a distribution from Castle West to Holdings
                  under Article 8 of the Limited Liability Agreement.

                                       18
<PAGE>
            (c) If the Payment Date does not occur, and the Partial Settlement
            Amount is not paid on or before February 1, 2000:

                        (i) The $300,000 payment made by the Castle Parties on
                  November 17, 1999 shall be considered a partial payment in
                  consideration of the cash and note portion of the Acquisition
                  Purchase Price Adjustment applicable to the sale of the Class
                  A Membership Interest. All other payments shall be
                  characterized in accordance with the Castle West Transaction
                  Documents.

                        (ii) The amount of Castle West's taxable income
                  allocable to Holdings for the taxable period ending December
                  31, 1999 shall be calculated in accordance with the Limited
                  Liability Company Agreement. Similarly, distributions shall be
                  calculated and timely made in accordance with the Limited
                  Liability Company Agreement.

                  (d)   In all events:

                        (i) Castle West shall be responsible for all filings
                  required under Code Section 6050K (dealing with filing in
                  connection with the transfer of a partnership interest).
                  Castle Dental shall be responsible for the timely filing of
                  all of the Castle Parties' tax returns consistent with the
                  terms of this Agreement. Castle Dental shall ensure that the
                  DCS Parties are notified of any audit of the Castle West tax
                  returns and are treated as "notice partners" under Code
                  Section 6231 and Castle Dental shall supply such information
                  to the Internal Revenue Service as is necessary to assure
                  notice is given to the DCS Parties pursuant to Code Section
                  6223 et seq.

                        (ii) The Parties agree that Castle Dental shall not be
                  obligated to comply strictly with the tax positions required
                  by Section (E)18(a) or (b) above in the event that it is
                  advised by its auditors that such positions are inconsistent
                  with the positions that Castle Dental is required to make
                  under the Code; provided that Castle Dental shall take
                  positions as nearly identical as possible to those required
                  above that are consistent with its reporting obligations under
                  the Code and will give the DCS Parties notice of such
                  determination prior to the filing thereof.

            19. Each Party to the Hawthorne Lease and the South Gate Lease
      hereby agrees that following the Closing, the New Leases shall remain in
      full force and effect as written

                                       19
<PAGE>
      and as further guaranteed by Castle Dental in accordance with Section
      (E)2(c)(ii) above. Each Party to the Burbank Lease hereby agrees that
      following the Closing, the Burbank Lease shall remain in full force and
      effect as guaranteed by Castle Dental in accordance with Section
      (E)2(c)(ii) above. Schlang and the Castle Parties agree to enter into a
      new lease in due course on mutually acceptable terms replacing the Burbank
      Lease.

            20. Each Party hereto specifically waives the benefit of the
      provisions of Section 1542 of the Civil Code of the State of California,
      as follows:

            "A general release does not extend to claims which the creditor does
            not know or suspect to exist in his favor at the time of executing
            the release, which if known by him must have materially affected his
            settlement with the debtor."

            21. All Parties hereto expressly understand and acknowledge that it
      is possible that unknown losses or claims exist or that present losses may
      have been underestimated in amount or severity or that losses or claims
      may arise in the future, and such Parties explicitly took that into
      account and assumed that risk in determining the amount of consideration
      to be paid in connection with the execution of this Agreement, and a
      portion of said consideration, having been bargained for between the
      Parties with the knowledge of the possibility of such unknown claims, was
      given in exchange for a full accord, satisfaction, discharge and release
      of all such claims, whether asserted or not, and whether or not now known
      or knowable.

            22. Each Party hereto represents and warrants to the others that it
      has full power and authority to enter into this Agreement on behalf of
      itself, its members, managers, officers, directors, employees,
      shareholders, stockholders, parent and subsidiary corporations, agents and
      affiliates and to perform this Agreement and those provisions of the
      Existing Documents specifically preserved by this Agreement in accordance
      with their respective provisions, that the representatives executing this
      Agreement are duly authorized to execute and deliver this Agreement, and
      further represents and warrants that the claims subject to this Agreement
      have not been assigned to any person not a Party hereto.

            23. Each Party hereto represents and warrants to the others that
      this Agreement and those provisions of the Existing Documents specifically
      preserved by this Agreement each constitutes a valid and binding agreement
      of such Party enforceable against such Party in accordance with its
      respective terms, except to the extent that its enforceability may be
      subject to applicable bankruptcy, insolvency, reorganization, moratorium
      and similar laws affecting the enforcement of creditors' rights generally
      and by general equitable principles.

                                       20
<PAGE>
            24. It is understood and agreed that this Agreement involves the
      settlement and compromise of disputed claims, and that the consideration
      exchanged is not to be deemed or construed as an admission of liability on
      the part of any Party hereto herein released, all of whom deny all
      liability and intend merely to avoid further legal action and to buy their
      peace.

            25. From time to time, whether at or after execution hereof, as and
      when requested, the Parties hereto agree to execute, acknowledge and
      deliver all such instruments or documents and take such other action as
      may be reasonably necessary to effectuate the terms, conditions and
      purposes of this Agreement. In addition, at the sole expense of the Castle
      Parties, each DCS Party agrees to cooperate and render such assistance as
      the Castle Parties reasonably request in connection with the Roisman
      litigation and any other claims that may be made against any Castle Party
      in connection with Castle West's business and operations occurring prior
      to the Payment Date, including providing testimony where appropriate.

            26. This Agreement shall be binding upon and inure to the benefit of
      the Parties hereto and their respective agents, employees,
      representatives, members, officers, directors, divisions, subsidiaries,
      affiliates, successors in interest, assigns, heirs, shareholders and
      stockholders.

            27. This Agreement may be executed in any number of counterparts,
      which taken together shall constitute one and the same instrument and each
      of which shall be considered an original for all purposes. This Agreement
      shall not be effective against any Party hereto unless and until all of
      the Parties listed on the signature page hereof have executed and
      delivered a copy of this Agreement.

            28. Each Party hereto agrees to accept the facsimile signature of
      the other Parties to this Agreement as evidence of the execution and
      delivery of this Agreement. Such facsimile signature will be deemed to be
      binding upon the Party sending such facsimile signature.

            29. All Parties hereto represent and warrant that no promise,
      inducement, representation, warranty or agreement not expressed herein has
      been made to them in connection with this Agreement and that this
      Agreement and the agreements contemplated hereby constitute the entire
      agreement between the Parties hereto pertaining to the subject matter
      hereof and supersede all prior agreements, understandings, negotiations
      and discussions, whether oral or written, of the Parties pertaining to the
      subject matter hereof. No supplement, amendment, alteration, modification,
      waiver or termination of this Agreement

                                       21
<PAGE>
      shall be binding unless executed in writing by the Party against whom such
      change is being enforced. The Parties hereto agree that they will make no
      claim that this Agreement has been orally altered or modified or otherwise
      changed by oral communication of any kind or character.

            30. The DCS Parties acknowledge that Castle Dental's existing credit
      facilities may not be sufficient to finance Castle Dental's currently
      planned level of expenditures for operations and growth and that Castle
      Dental is currently in the process of attempting to secure up to an
      additional $20 million in subordinated debt financing. In addition, the
      DCS Parties acknowledge that management is committed to maximizing Castle
      Dental's future shareholder value through whatever appropriate
      alternatives may become known to them, including, without limitation, in
      connection with the debt placement or otherwise.

            31. In the case any one or more of the provisions contained in this
      Agreement shall be invalid, illegal, or unenforceable, in any respect, the
      validity, legality, and enforceability of the remaining provisions
      contained herein and therein or any subsequent application of such
      provision shall not in any way be affected thereby. In lieu of any such
      invalid, illegal or unenforceable provision, the Parties intend that there
      shall be added as part of this Agreement a provision as similar in terms
      to such invalid, illegal or unenforceable provision as may be possible and
      be valid, legal and enforceable.

            32. This Agreement shall be deemed to have been executed and
      delivered within California and shall be construed and enforced pursuant
      to the laws of the State of California, without giving effect to the
      conflicts of laws principles thereof. Any action to enforce, modify or
      construe this Agreement shall be brought only in the State or Federal
      Courts located in the County of Los Angeles, California and each Party
      hereto hereby consents to the personal jurisdiction of such courts for the
      purpose of any such action, and agrees that the service of process in any
      such action may be made by certified mail to such Party's last known
      address, or as otherwise authorized by law or by applicable court rule.

            33. The Parties hereto have participated jointly in the negotiation
      and drafting of this Agreement. In the event an ambiguity or question of
      intent or interpretation arises, this Agreement shall be construed as if
      drafted jointly by the Parties and no presumption or burden of proof shall
      arise favoring or disfavoring any Party hereto by virtue of the authorship
      of any of the provisions of this Agreement. Time is strictly of the
      essence in the requirement of notice, performance and any other provision
      of this Agreement.

                                       22
<PAGE>
            34. Each Party hereto has made such investigation of the facts
      pertaining to this settlement and to this Agreement and all of the matters
      pertaining thereto as it deems necessary.

            35. All Parties hereto shall preserve the confidentiality of this
      Agreement and shall not disclose the existence or terms hereof to anyone
      not a Party to this Agreement, an attorney for such a Party or a Party's
      accountants and lenders to the extent necessary to inform them of its
      financial condition or to prepare tax returns, except to the extent that
      such disclosure is required by law or court order.

            36. This Agreement is entered into by all Parties hereto freely and
      voluntarily, and with and upon the advice of counsel. All Parties hereto
      represent and warrant that they have been fully advised by their attorneys
      with respect to the advisability of executing this Agreement and with
      respect to the meaning of California Civil Code Section 1542.

            37. Each term of Section (E) of this Agreement is contractual and
      not merely a recital.

            38. In the event of any litigation relating to this Agreement, the
      prevailing Party shall be entitled to reasonable attorneys' fees and
      costs.

            39. This Agreement is made and entered into as of the day first
      above written in Los Angeles, California.

            [THE REMAINDER OF THE PAGE LEFT BLANK]

                                       23
<PAGE>
      If the foregoing accurately reflects your understanding of the agreement
among the Parties hereto, please execute this letter in the space so provided
below, upon which execution this letter shall become a binding and enforceable
agreement of each of the signatories hereto.

                                    CDC OF CALIFORNIA, INC.


                                    By:______________________________________
                                    John M. Slack, Vice President and Chief
                                    Financial Officer

                                    CASTLE DENTAL CENTERS OF CALIFORNIA,
                                     L.L.C.


                                    By:______________________________________
                                    John M. Slack, Vice President and Chief
                                    Financial Officer

                                    CASTLE DENTAL CENTERS, INC.


                                    By:______________________________________
                                    John M. Slack, Vice President and Chief
                                    Financial Officer

                                    CASTLE WEST HOLDINGS, LLC


                                    By:_______________________________________
                                    Jeffrey D. Schechter, D.D.S., a Manager

                                    DENTAL CONSULTING SERVICES, LLC


                                    By:_______________________________________
                                    Jeffrey D. Schechter, D.D.S., a Manager

                                       24
<PAGE>
                                    DENTAL ADVISORY GROUP, LLC
                                    a Delaware limited liability company


                                    By:______________________________________
                                    Barry Brief, Managing Member

                                    __________________________________________
                                    Jeffrey D. Schechter, D.D.S., Individually


                                    __________________________________________
                                    S. Alexander Soleimani, D.M.D., Individually


                                    __________________________________________
                                    Martin Schechter, D.D.S., Individually


                                    __________________________________________
                                    Elliot Schlang, D.D.S., Individually

                                    JDS-B CORPORATION


                                    By:_______________________________________
                                    Jeffrey D. Schechter, D.D.S., President

                                    SAS-B CORPORATION


                                    By:_______________________________________
                                    S. Alexander Soleimani, D.M.D., President

                                    MART-B CORPORATION


                                    By:_______________________________________
                                    Martin Schechter, D.D.S., President

                                       25
<PAGE>
                                    ES-B CORPORATION


                                    By:_______________________________________
                                    Elliot Schlang, D.D.S., President

                                    DAG-B CORPORATION


                                    By:_______________________________________
                                    Barry Brief, President

                                    JDS-C CORPORATION


                                    By:_______________________________________
                                    Jeffrey D. Schechter, D.D.S., President

                                    SAS-C CORPORATION


                                    By:_______________________________________
                                    S. Alexander Soleimani, D.M.D., President

                                    MART-C CORPORATION


                                    By:_______________________________________
                                    Martin Schechter, D.D.S., President

                                    EL-S-C CORPORATION


                                    By:_______________________________________
                                    Elliot Schlang, D.D.S., President

                                       26
<PAGE>
                                    DAG-C CORPORATION


                                    By:______________________________________
                                    Barry Brief, President

                                    S.A. SOLEIMANI, D.M.D., INC.


                                    By:_______________________________________
                                    S. Alexander Soleimani, D.M.D., President

                                    MARTIN SCHECHTER, D.D.S., INC.


                                    By:_______________________________________
                                    Martin Schechter, D.D.S., President

                                    ELLIOT SCHLANG, D.D.S., INC.


                                    By:_______________________________________
                                    Elliot Schlang, D.D.S., President


                                    J & K PARTNERSHIP,
                                    a California general partnership


                                    By:_______________________________________
                                    Jeffrey D. Schechter, D.D.S., Partner


                                    By:_______________________________________
                                    S. Alexander Soleimani, D.M.D., Partner

                                       27