FIFTH AMENDMENT TO LOAN AND SECURITY AGREEMENT,
                    PROMISSORY NOTE AND OTHER LOAN DOCUMENTS


         THIS AGREEMENT dated this 21st day of September 2004 between AFP
IMAGING CORPORATION ("AFP"), a corporation organized and existing pursuant to
the laws of the State of New York, VISIPLEX INSTRUMENTS CORPORATION
("VISIPLEX"), a corporation organized and existing pursuant to the laws of the
State of New York, DENT-X INTERNATIONAL INC. ("DENT-X"), a corporation organized
and existing pursuant to the laws of the State of New York, JOINTLY AND
SEVERALLY, with principal executive office and place of business located at 250
Clearbrook Road, Elmsford, New York 10523 (hereinafter, collectively referred to
as, "Borrower") and KELTIC FINANCIAL PARTNERS, LP, a Delaware limited
partnership, with a place of business at 555 Theodore Fremd Avenue, Suite C-207,
Rye, New York 10580 ("Lender").

                              W I T N E S S E T H:

         WHEREAS:

     A. Borrower together with LOGETRONICS CORPORATION ("LOGETRONICS") and REGAM
MEDICAL  SYSTEMS  INTERNATIONAL  AB  ("REGAM")  entered into a loan and security
agreement  with Lender  dated  September  21, 2001 and pursuant to such loan and
security  agreement,  Borrower  executed and delivered to Lender its  promissory
note in the original principal amount of THREE MILLION FIVE HUNDRED THOUSAND AND
00/100 (3,500,000.00) DOLLARS dated September 21, 2001 (the Revolving Note);

     B. Borrower  subsequently  requested that Lender waive certain  failures by
Borrower to comply with the terms and conditions of the aforementioned  loan and
security  agreement  which  constituted  Events of  Default  under such loan and
security agreement;

     C.  Lender  agreed to  forebear  enforcing  its  rights  under the loan and
security  agreement as a result of such Events of Default in accordance with the
terms and conditions of a first  amendment to loan and security  agreement dated
as of March 4, 2002; a second amendment to loan and security  agreement dated as
of June 24,  2002;  a third  amendment  to loan  and  security  agreement  dated
December 19, 2002 and a fourth amendment to loan and security agreement dated as
of May 13, 2003 (the loan and security  agreement  dated  September  21, 2001 as
amended by the first amendment to loan and security  agreement dated as of March
4, 2002, the second  amendment to loan and security  agreement  dated as of June



                                       1

<PAGE>

24,  2002,  the  third  amendment  to loan and  security  agreement  dated as of
December 19, 2002 and the fourth amendment to loan and security  agreement dated
as of May 13,  2003 are  hereinafter  collectively  referred  to as,  the  "Loan
Agreement");


     D. Borrower has advised Lender that LOGETRONICS and REGAM were dissolved in
September  2003.  Borrower,   therefore,   has  requested  that  Lender  release
LOGETRONICS  and REGAM from all  Obligations  to Lender under the Loan Agreement
and the other loan  documents,  reduce the amount of funds  available  under the
Revolving Loan and the Revolving  Note from THREE MILLION FIVE HUNDRED  THOUSAND
AND 00/100  (3,500,000.00)  DOLLARS to TWO MILLION  FIVE  HUNDRED  THOUSAND  AND
00/100 (2,500,000.00) DOLLARS, modify the interest rate payable on the Revolving
Loan and the Revolving Note, amend the Borrowing Capacity and make certain other
changes and modification to the terms and conditions of the Loan Agreement; and

     E. Lender has agreed release  LOGETRONICS and REGAM from all Obligations to
Lender under the Loan  Agreement,  to reduce the amount of funds available under
the  Revolving  Loan and the  Revolving  Note from THREE  MILLION  FIVE  HUNDRED
THOUSAND AND 00/100 (3,500,000.00)  DOLLARS to TWO MILLION FIVE HUNDRED THOUSAND
AND 00/100  (2,500,000.00)  DOLLARS,  modify the  interest  rate  payable on the
Revolving  Loan and the Revolving  Note,  amend the Borrowing  Capacity and make
certain other changes and  modification  to the terms and conditions of the Loan
Agreement strictly in accordance with the terms and conditions set forth in this
Agreement.

         NOW THEREFORE, in consideration of the foregoing, and for other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the undersigned hereto agree as follows:

     1. Section 1.7 of the Loan  Agreement is amended to read in its entirety as
follows:

                  "1.7 "Borrower" or Borrowers" shall mean, jointly and
severally, AFP Imaging Corporation, Visiplex Instruments Corporation and Dent-X
International, Inc."

     2.  Subsection  1.17(e)  of the Loan  Agreement  is  amended to read in its
entirety as follows:

                  "(e) the sale is to an Account Debtor outside the United
States or Canada, unless the sale is on letter of credit, acceptance or other
terms acceptable to Lender; provided, that (i) Receivables owing from any of



                                       2
<PAGE>


Agfa Gevaert AG, Siemens AG or Philips Medical Systems Ned BV shall be deemed
eligible to serve as Collateral for Advances totaling up to $175,000.00 in the
aggregate; and (ii) Receivables where the Account Debtor is outside the United
States or Canada in an aggregate amount of $200,000.00, so long as (a) the
Account Debtor's payment history is satisfactory to Lender in its sole good
faith judgment and (b) Lender has the ability to verify such Receivables in a
manner acceptable to Lender in its sole discretion; or"

     3. Section 1.31 of the Loan Agreement is amended to read in its entirety as
follows:

       "1.31"Letter  of Credit Issuer" means Israel  Discount Bank of New York,
as the issuer of Letters of Credit issued by it for the account of Lender on
behalf of Borrower subject to Section 2.2 of this Agreement."

     4. Section 1.39 of the Loan Agreement is amended to read in its entirety as
follows:

        "1.39  "Maximum  Facility"  shall mean Two  Million  Five  Hundred
Thousand  and 00/100  Dollars ($2,500,000.00)."

     5. Section 1.56 of the Loan Agreement is amended to read in its entirety as
follows:

         "1.56 "Termination Date" shall mean the earlier of the date
which is September 21, 2007, or the date which Lender terminates this Agreement
pursuant to Section 19.1 hereof."

     6. Section 2.1 of the Loan  Agreement is amended to read in its entirety as
follows:

          "2.1 Revolving Advances. Subject to the terms and conditions
of this Agreement and relying upon the representations and warranties set forth
in this Agreement, for so long as no Default or Event of Default exists, Lender
shall lend to Borrower on its request, a sum ("Borrowing Capacity") equal to the
lesser of:

     (a) Two Million Five Hundred Thousand and 00/100 (2,500,000.00) Dollars, or

     (b) the sum of (i) up to  eighty-five  percent (85%) of the net face amount
of Borrower's  Eligible  Receivables,  plus (ii) the lesser of (x) forty percent



                                       3
<PAGE>


(40%) of the value  (valued  at the lower of cost or market in  accordance  with
GAAP) of Borrower's Eligible Inventory, or (y) the maximum Revolving Advance the
Borrower could obtain based solely upon Eligible Receivables.

                  Within the limits of the Borrowing Capacity, and subject to
the limitations set forth in this Agreement, Borrowers may borrow, repay and
reborrow Advances."

     7. Section 2.2 of the Loan  Agreement is amended to read in its entirety as
follows:

                  "2.2 "Letter of Credit" At the request of Borrower, and upon
execution of Letter of Credit documentation satisfactory to the Letter of Credit
Issuer, Lender, within the limits of the Borrowing Capacity as then computed,
shall arrange for the issuance by the Letter of Credit Issuer of Letters of
Credit from time to time on behalf of a Borrower in amounts not exceeding in the
aggregate at any one time outstanding the amount of $138,000.00. Borrower shall
be obligated to reimburse the Letter of Credit Issuer for any drawings made
under any such Letter of Credit. Letters of Credit shall be reserved for against
the Borrowing Capacity. The Letters of Credit shall be on terms mutually
acceptable to Borrower and Debtor, and no Letter of Credit shall have an
expiration date later than thirty (30) days prior to the Termination Date of
this Agreement. In no event shall any such Letter of Credit contain an automatic
renewal or evergreen clause. An Advance in an amount equal to any amount paid by
the Letter of Credit Issuer on any draft drawn or drawing made under any Letter
of Credit shall be deemed made to Debtor, without request therefor, immediately
upon notification to Lender that the Letter of Credit Issuer has made payment on
such draft or drawing and has not been otherwise reimbursed by Borrower. In
connection with the issuance of Letters of Credit, Borrower shall pay to the
Letter of Credit Issuer the fees set forth in its standard fee schedule,
together with any and all issuance, amendment and drawing fees then in effect
for a letter of credit issued by the Letter of Credit Issuer. If a Borrower
fails to pay any fees due to the Letter of Credit Issuer in connection with any
such Letter of Credit and Lender is obligated to pay the Letter of Credit Issuer
any such fees, Lender shall have the right to treat any such payment by Lender
as an Advance under this Agreement which Advance will be secured by all of the
Collateral described in this Agreement. Any such Advance shall be immediately
due and payable upon demand by Lender. Any failure to pay any drawing under any


                                       4
<PAGE>


such Letter of Credit or any fees in connection with any such Letter of Credit
shall constitute an Event of Default under this Agreement."

     8.  Subsection  2.8(b) of the Loan  Agreement  is amended by  changing  the
reference to Lender's account at Fleet Bank CT to the address as follows: ". . .
Harris  Trust and Savings  Bank,  Large  Corporate,  Chicago,  Illinois,  60603,
Account Name: Keltic Financial Partners, LP; Account No. 3117009, ABA#071000288,
.. . ."

     9. Section 3.1 of the Loan  Agreement is amended to read in its entirety as
follows:

                  "3.1 Interest on Revolving Advances. Borrower shall pay
interest monthly, in arrears, on the first day of each month, commencing
September 1, 2001 on the average daily unpaid principal amount of the Revolving
Advances made to Borrower at a fluctuating rate which is equal to the Prime Rate
plus one and three quarter of one percent (1.75) per annum; provided that, the
interest rate will be reduced: (a) by one quarter of one percent (.25%),
effective on the date Borrower actually delivers to Lender the consolidated
financial statements for Borrower's fiscal quarter ended December 31, 2001 in
accordance with Section 8.4 below; and (b) by an additional one quarter of one
percent (.25%), effective on the date that Borrower actually delivers to Lender
the consolidated financial statements for Borrower's fiscal quarter ended March
31, 2001 in accordance with Section 8.4 below, in each case so long as (i) no
Event of Default has occurred hereunder at any time during the immediately
preceding quarter, which means in the case of (a) above, from September 1, 2001
through December 31, 2001; and in the case of (b) above, January 1, 2002 through
March 31, 2002; (ii) such financial statements evidence that Borrower has
Operating Income of $0.00 or greater for each such quarter, as determined in
accordance with GAAP; and (iii) Borrower has average excess availability against
the Maximum Facility during the last month of each such quarter in an amount of
$500,000.00 or more as determined by Lender in its sole good faith discretion.
The foregoing to the contrary notwithstanding, however, if for any fiscal
quarter Borrower has a negative Operating Income, as evidenced by Borrower's
consolidated financial statements delivered to Lender in accordance with
Sections 8.3 and 8.4 hereof, the rate of interest shall automatically revert to
the Prime Rate plus one and three quarter of one percent (1.75%) per annum.


                                       5
<PAGE>

                  Effective October 1, 2004 and notwithstanding the foregoing,
Borrower shall pay interest monthly, in arrears, on the average daily unpaid
principal amount of the Revolving Advances made to Borrower at a fluctuating
rate which is equal to the Prime Rate plus 1.375% per annum; provided that,
Borrower's consolidated financial statements evidence that Borrower has net
income of $200,000.00 or greater for each quarter, as determined in accordance
with GAAP. If Borrower's quarterly consolidated net income is not at least
$200,000.00, the interest rate payable on the average daily unpaid principal
amount of the Revolving Advances made to Borrower will increase to the Prime
Rate plus 1.625% per annum until such time as Borrower has quarterly
consolidated net income of at least $200,000.00 in accordance with the
provisions of this paragraph.

                  All adjustments in the interest rate shall be made as of the
date that Borrower actually delivers to Lender such financial statements.
Furthermore, notwithstanding all of the foregoing, on and after the occurrence
of an Event of Default hereunder, Borrower shall pay interest on all outstanding
Obligations at a rate which is three percent (3.0%) per annum above the interest
rate which would have otherwise be in effect under this Agreement with respect
to the Revolving Advances; provided, however, in no event shall any interest to
be paid hereunder or under any Loan Document (as hereinafter defined) exceed the
maximum rate permitted by law."

     10.  Section 3.4 of the Loan  Agreement  is amended,  effective  October 1,
2004, to read in its entirety as follows:

                  "3.4 Facility Fee. Borrower shall pay to Lender monthly, in
arrears, on the first day of each month a facility fee in an amount equal to one
percent (1%) per annum of the Maximum Facility."

     11. Section 3.7 of the Loan Agreement is amended to read in its entirety as
follows:

                  "3.7 Prepayment Premium. If Borrower prepays the principal of
the Revolving Loan (other than from time to time from working capital or through
payments made from the Blocked Account), which prepayment would have the effect
of terminating the financing arrangements hereunder and require Lender to
deliver UCC-3 termination statements and other release instruments, Borrower
shall pay to Lender at the time of such prepayment, a prepayment premium in an
amount equal to three percent (3.0%) of the Maximum Facility if the prepayment
is made before September 21, 2005, two percent (2.0%) of the Maximum Facility if
the prepayment is made on or after September 21, 2005 but prior to September 21,
2006, one percent (1.0%) of the Maximum Facility if the prepayment is made on or
after September 21, 2006 but prior to the scheduled Termination Date, except


                                       6
<PAGE>

that no prepayment premium shall be required in connection with: (a) any
prepayment required under Section 15.3 of this Agreement; or (b) so long as
there is no Event of Default hereunder, or any termination of this Agreement by
Lender."

     12. Section 8.1 of the Loan Agreement is amended to read in its entirety as
follows:

                  "8.1 Borrowing Base Certificate. Weekly (on or before the
second Business Day of each week as of the preceding weekend), monthly (within
seven (7) days after the end of each month) and contemporaneously with each
request for an Advance, a satisfactorily completed and executed Borrowing Base
Certificate. Notwithstanding the foregoing, Borrower shall only have to submit a
satisfactorily completed and executed Borrowing Base Certificate twice a month
so long as the average excess availability against the Maximum Facility is at
least $500,000.00 as of the end of each month as determined by Lender."

     13.  Section 15.21 of the Loan Agreement is amended to read in its entirety
as follows:

                  "15.21 Tangible Net Worth. Maintain Tangible Net Worth of no
less than the amounts set forth below, tested quarterly, during the periods set
forth below:



                                       7
<PAGE>


                  Amount            Time Period

                  $2,400,000        Quarter ended September 30, 2004
                  $2,450,000        Quarter ended December 31, 2004
                  $2,475,000        Quarter ended March 31, 2005
                  $2,525,000        Quarter ended June 30, 2005
                  $2,565,000        Quarter ended September 30, 2005
                  $2,590,000        Quarter ended December 31, 2005
                  $2,610,000        Quarter ended March 31, 2006
                  $2,645,000        Quarter ended June 30, 2006
                  $2,665,000        Quarter ended September 30, 2006
                  $2,685,000        Quarter ended December 31, 2006
                  $2,710,000        Quarter ended March 31, 2007
                  $2,740,000        Quarter ended June 30, 2007"

     14.  Section 15.22 of the Loan Agreement is amended to read in its entirety
as follows:

                  "15.22 EBITDA. Maintain EBITDA as set forth below, tested
quarterly, during the periods set forth below:

                  Amount            Time Period

                  $100,000          Quarter ended September 30, 2004
                  $100,000          Quarter ended December 31, 2004
                  $110,000          Quarter ended March 31, 2005
                  $115,000          Quarter ended June 30, 2005
                  $100,000          Quarter ended September 30, 2005
                  $100,000          Quarter ended December 31, 2005
                  $110,000          Quarter ended March 31, 2006
                  $115,000          Quarter ended June 30, 2006
                  $100,000          Quarter ended September 30, 2006
                  $100,000          Quarter ended December 31, 2006
                  $110,000          Quarter ended March 31, 2007
                  $115,000          Quarter ended June 30, 2007"

     15.  Section 15.23 of the Loan Agreement is amended to read in its entirety
as follows:

                  "15.23 Capital Expenditure. Capital expenditures shall not
exceed the levels set forth below on a Fiscal Year basis, during the periods set
forth below:



                                       8
<PAGE>


                  Amount            Time Period
                  $450,000.00       For Fiscal Year ended June 30, 2002
                  $300,000.00       For Fiscal Year ended June 30, 2003
                  $350,000.00       For each Fiscal Year thereafter"

     16.  Section 15.24 of the Loan Agreement is amended to read in its entirety
as follows:

                  "15.24 Management Compensation. Borrower's actual cash
expenses or other actual cash payments for management compensation including,
without limitation, salaries, bonuses, dividends or other compensation to David
Vozick and Donald Rabinovitch shall not exceed $850,000.00 per Fiscal Year."

     17. Section 21.3 of the Loan Agreement is amended by changing the reference
to Lender's attorney to read as follows:

         "With a copy to:  Poff & Bowman LLC
                                            Attn:  Clinton A. Poff, Esq.
                                            1600 Route 208 North
                                            P.O. Box 24
                                            Hawthorne, New Jersey 07507
                                            Tel:  (973)636-9770
                                            Fax:  (973)636-9777"

     18. In connection with the execution and delivery of the Loan Agreement and
the other Loan Documents, David Vozick, Donald Rabinovitch and Elise Nissen (the
"Validity Guarantors") executed and delivered validity and support agreements in
favor of Lender.  Borrower and the Validity  Guarantors  have now requested that
Lender modify the terms and conditions of such validity and support  agreements.
At the request of Borrower  and the  Validity  Guarantors,  Lender has agreed to
replace and supersede the existing validity and support  agreements  executed by
the Validity Guarantors dated September 21, 2001 with the liquidation assistance
agreements  attached  hereto as Schedule B. Upon  execution of this Agreement by
all parties and the  liquidation  assistance  agreement  by each of the Validity
Guarantors  (hereinafter,  a "Liquidation  Facilitator";  and collectively,  the
"Liquidation  Facilitators"),  such  agreements  shall supersede and replace the
existing   validity  and  support   agreements   executed  by  the   Liquidation
Facilitators.  Any reference in the Loan Agreement or any other Loan Document to


                                       9
<PAGE>

the validity and support  agreement shall  hereinafter  refer to the liquidation
assistance agreements attached hereto as Schedule B.

     19. In connection with Lender's  agreement to continue to provide financing
under the  Revolving  Loan and the  Revolving  Note,  Borrower  has executed and
delivered  to Lender  its  promissory  note dated of even date  herewith  in the
original  principal  amount of TWO  MILLION  FIVE  HUNDRED  THOUSAND  AND 00/100
(2,500,000.00)  DOLLARS in the form of Schedule A annexed  hereto  (hereinafter,
the "Restated Revolving Note") which note shall replace and supersede, but shall
not be considered repayment of, the Revolving Note. Any and all interest due and
owing under the  Revolving  Note shall  hereafter  be  evidenced by the Restated
Revolving Note and any unpaid interest under the Revolving Note shall be payable
on the first  payment  date under the  Restated  Revolving  Note.  Lender,  upon
receipt of the duly  executed  Restated  Revolving  Note shall mark the original
note "REPLACED AND SUPERSEDED".

     20.  Borrower shall pay to Lender a $20,000.00  modification  and extension
fee which fee shall be considered due, earned and payable upon execution of this
Agreement by Borrower and is non-refundable in all events.

     21. In order to induce Lender to enter into this  Agreement and pursuant to
the existing terms and conditions of the Loan Agreement,  Borrower  acknowledges
that it is  responsible  for all fees,  disbursements  and expenses  incurred by
Lender including,  without limitation, all legal fees and disbursements incurred
by Lender in connection with the obligations of Borrower and/or any Guarantor to
Lender.

     22. Any reference in any document  executed and/or  delivered in connection
with the Loan Agreement to the  "Agreement" or the "Loan  Agreement"  shall mean
the loan and security agreement dated September 21, 2001 as amended by the first
amendment to loan and security  agreement  dated as of March 4, 2002, the second
amendment to loan and security  agreement  dated as of June 24, 2002,  the third
amendment to loan and  security  agreement  dated as of December  19, 2002,  the
fourth  amendment  to loan and security  agreement  dated as of May 13, 2003 and
this Agreement.  All of the provisions of the Revolving Note, the Loan Agreement
and any other loan documents  executed  and/or  delivered in connection with the
Loan Agreement  (collectively,  the "Loan  Documents")  are amended so that such
terms shall be consistent with the provisions of this Agreement. Notwithstanding
the  foregoing,  and to the extent that there is any  inconsistency  between the


                                       10
<PAGE>

provisions of those  agreements and this  Agreement,  the provision  which gives
Lender the greatest  rights or protection  shall govern  except as  specifically
modified by this Agreement.

     23.  Lender's  agreement to reduce the amount of funds  available under the
Revolving Loan and the Revolving  Note from THREE MILLION FIVE HUNDRED  THOUSAND
AND 00/100  (3,500,000.00)  DOLLARS to TWO MILLION  FIVE  HUNDRED  THOUSAND  AND
00/100 (2,500,000.00) DOLLARS, modify the interest rate payable on the Revolving
Note,  amend the  Borrowing  Capacity  and to make  certain  other  changes  and
modifications  to the terms and  conditions of the Loan  Agreement and the other
Loan  Documents  is not and shall not be construed as a waiver of any current or
future default under the Restated  Revolving  Note, the Revolving Note, the Loan
Agreement  or any other  Loan  Document  except as  specifically  waived in this
Agreement or any prior  amendment to the Loan  Agreement,  nor shall it preclude
Lender from proceeding  against Borrower on any such default.  This Agreement is
also  not a  relinquishment  of any  rights  or  remedies  Lender  may  have  in
connection  with the Restated  Revolving  Note,  the  Revolving  Note,  the Loan
Agreement or any other Loan Document.

     24. As a material  condition to the Lender  entering  into this  Agreement,
each Borrower by executing this Agreement  voluntarily and expressly  waives any
and all  rights to assert a claim,  counterclaim  or  defense  which now  exists
against  Lender  arising  out of or in  any  way  connected  with  the  Restated
Revolving  Note,  the  Revolving  Note,  the Loan  Agreement,  or any other Loan
Document.  The foregoing  waiver shall apply to any action  instituted by any of
the  undersigned  and to any action or  proceeding  brought  against  any of the
undersigned by Lender.

     25. Each Borrower and  Liquidation  Facilitator by executing this Agreement
acknowledge  that there is due and owing on the  Restated  Revolving  Note as of
September 17, 2004 the principal sum of $1,093,962.79,  which sum is not subject
to any defense, counterclaim or set-off.

     26. Each Borrower and  Liquidation  Facilitator by executing this Agreement
confirms that all of the  representations  and  warranties set forth in the Loan
Agreement  are true and correct,  and that all  covenants of Borrower  described
therein have been performed.  As of the date hereof,  there have been no changes
to the information set forth in Schedules 7.2, 7.3, 7.8, 7.9, 7.13,  7.14, 7.15,
7.16, 7.17, 7.18, 7.21, 7.24 and 10.4 of the Loan Agreement, copies of which are


                                       11
<PAGE>

annexed hereto except as set forth in such schedules.

     27.  BORROWER BY EXECUTING  THIS AGREEMENT  ACKNOWLEDGES  THAT IT HAS HAD A
FULL AND FAIR OPPORTUNITY TO REVIEW THIS AGREEMENT AND THE DOCUMENTS REFERRED TO
HEREIN WITH COUNSEL OF ITS CHOICE AND THAT IT HAS BEEN ADVISED AS TO THEIR TERMS
AND CONDITIONS,  WHICH ARE ACCEPTABLE TO IT. FURTHER,  BORROWER CONFIRMS THAT IN
DELIVERING  THIS  AGREEMENT  TO  LENDER,  IT IS  NOT  RELYING  ON  ANY  PROMISE,
COMMITMENT,  REPRESENTATION OR UNDERSTANDING, EITHER EXPRESS OR IMPLIED, MADE BY
OR ON BEHALF OF LENDER THAT IS NOT EXPRESSLY  SET FORTH  HEREIN,  OR IN THE LOAN
AGREEMENT,  THE RESTATED  REVOLVING  NOTE,  THE REVOLVING NOTE OR ANY OTHER LOAN
DOCUMENT. EACH BORROWER BY EXECUTING THIS AGREEMENT ACKNOWLEDGES AND UNDERSTANDS
THAT ALL  OBLIGATIONS  UNDER THE RESTATED  REVOLVING NOTE ARE DUE AND PAYABLE ON
THE TERMINATION DATE, UNLESS LENDER IN ITS SOLE AND ABSOLUTE  DISCRETION EXTENDS
THE  MATURITY  DATE OF ANY  SUCH  OBLIGATION  AND THAT  LENDER  HAS NOT MADE ANY
REPRESENTATION THAT IT WILL EXTEND THE MATURITY DATE OF ANY SUCH OBLIGATION.

     28. Borrower  acknowledges  that  discussions may take place between itself
and Lender concerning  additional  modifications of the Restated  Revolving Note
and the Loan  Agreement  after the date hereof.  Lender in its sole and absolute
discretion may terminate any such  discussions at any time and for any reason or
no reason  and  Lender  shall  have no  liability  for  failing  to engage in or
terminating any such discussions. While the parties hereto may reach preliminary
agreement  as to the  modification  of  one  or  more  provisions  of  the  Loan
Agreement,  this  Agreement  and/or the  Restated  Revolving  Note,  none of the
undersigned  shall be bound  by any  agreement  on any  individual  point  until
agreement  is reached on every  issue and the  agreement  on all such issues has
been reduced to a written agreement signed by Lender and Borrower.  Further, the
Loan Agreement and/or this Agreement may only be amended by a written  agreement
executed by Borrower and Lender and no negotiations or other actions  undertaken
by Lender shall  constitute a waiver of Lender's rights under the Loan Agreement
and/or the Restated Revolving Note, except to the extent  specifically set forth
in a written agreement complying with the provisions of this paragraph.

     29. This document may be executed in one or more  counterparts and all such
documents taken together shall be considered one original document.



                                       12
<PAGE>


         IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the day and year first written above.


WITNESS:                      AFP IMAGING CORPORATION


_________________________  by_________________________
                              Name:   Elise Nissen
                              Title:  Chief Financial Officer


WITNESS:                      VISIPLEX INSTRUMENTS CORPORATION


_________________________  by_________________________
                              Name:   Elise Nissen
                              Title:  Chief Financial Officer

WITNESS:                      DENT-X INTERNATIONAL, INC.


_________________________  by_________________________
                               Name:   Elise Nissen
                               Title:  Chief Financial Officer


WITNESS:                       KELTIC FINANCIAL PARTNERS, LP

                           By: KELTIC FINANCIAL SERVICES LLC,
                               its general partner



________________________   by:_______________________________
                               Name:  Robert N. Laughlin
                               Title: Managing Partner




                                       13
<PAGE>


         Each of the undersigned Liquidation Facilitators does hereby approve
all of the terms of this agreement, do hereby approve the execution and delivery
of this Agreement by AFP IMAGING CORPORATION, VISIPLEX INSTRUMENTS CORPORATION,
and DENT-X INTERNATINAL INC. and do hereby acknowledge and confirm their
continuing joint and several liability and responsibility to Keltic Financial
Partners, LP with respect to the debt referred to in this Agreement including,
without limitation, the Restated Revolving Note referred to therein in
accordance with the terms and conditions of their liquidation assistance
agreement.

WITNESS:


--------------------------          -------------------------
                                     David Vozick


WITNESS:


--------------------------          --------------------------
                                     Donald Rabinovitch


WITNESS:


--------------------------          --------------------------
                                     Elise Nissen


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