DENTAL CARE ALLIANCE INC, S-1/A, 1997-10-24

DENTAL CARE ALLIANCE INC
S-1/A, 1997-10-24
MANAGEMENT SERVICES

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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 24, 1997
REGISTRATION STATEMENT NO. 333-34429
================================================================================
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549
---------------

AMENDMENT NO. 2

TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------
DENTAL CARE ALLIANCE, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
---------------
<TABLE>
<S> <C> <C>
DELAWARE 8741 65-0555-126
(STATE OR OTHER JURISDICTION (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NO.)
</TABLE>

<TABLE>
<S> <C>
STEVEN R. MATZKIN, D.D.S.
CHIEF EXECUTIVE OFFICER
DENTAL CARE ALLIANCE, INC.
1343 MAIN STREET, 7TH FLOOR 1343 MAIN STREET, 7TH FLOOR
SARASOTA, FLORIDA 34236 SARASOTA, FLORIDA 34236
(941) 955-3150 (941) 955-3150
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES) INCLUDING AREA CODE, OF AGENT FOR SERVICE)
</TABLE>
---------------
COPIES OF COMMUNICATIONS TO:

<TABLE>
<S> <C>
ROBERT L. GROSSMAN, ESQ. LESLIE E. DAVIS, ESQ.
GREENBERG TRAURIG HOFFMAN TESTA, HURWITZ & THIBEAULT, LLP
LIPOFF ROSEN & QUENTEL, P.A. HIGH STREET TOWER
1221 BRICKELL AVENUE 125 HIGH STREET
MIAMI, FLORIDA 33131 BOSTON, MASSACHUSETTS 02110
(305) 579-0500 (617) 248-7000
</TABLE>

---------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:

As soon as practicable after this Registration Statement becomes effective.

If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, as amended (the "Securities Act"), check the following box. [ ]

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
---------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE
ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY
DETERMINE.
================================================================================
<PAGE>
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.

PROSPECTUS SUBJECT TO COMPLETION, DATED OCTOBER 24, 1997

2,000,000 SHARES

[LOGO]
DENTAL
CARE ALLIANCE

COMMON STOCK
----------------
THE 2,000,000 SHARES OF COMMON STOCK, PAR VALUE $0.01 PER SHARE (THE
"COMMON STOCK"), OFFERED HEREBY ARE BEING ISSUED AND SOLD BY DENTAL CARE
ALLIANCE, INC. (THE "COMPANY"). PRIOR TO THIS OFFERING (THE "OFFERING"), THERE
HAS BEEN NO PUBLIC MARKET FOR THE COMMON STOCK OF THE COMPANY AND THERE CAN BE
NO ASSURANCE THAT AN ACTIVE TRADING MARKET WILL DEVELOP. IT IS CURRENTLY
ESTIMATED THAT THE INITIAL PUBLIC OFFERING PRICE WILL BE BETWEEN $11.00 AND
$13.00 PER SHARE. SEE "UNDERWRITING" FOR INFORMATION RELATING TO THE FACTORS TO
BE CONSIDERED IN DETERMINING THE INITIAL PUBLIC OFFERING PRICE. THE COMPANY HAS
APPLIED FOR LISTING OF THE COMMON STOCK ON THE NASDAQ NATIONAL MARKET UNDER THE
SYMBOL "DENT."
----------------
SEE "RISK FACTORS" BEGINNING ON PAGE 8 FOR A DISCUSSION OF CERTAIN FACTORS
THAT SHOULD BE CONSIDERED BY PROSPECTIVE INVESTORS.
----------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
<TABLE>
<CAPTION>
===============================================================================
UNDERWRITING
PRICE TO DISCOUNTS AND PROCEEDS TO
PUBLIC COMMISSIONS(1) COMPANY(2)
- -------------------------------------------------------------------------------
<S> <C> <C> <C>
Per Share ...... $ $ $
- -------------------------------------------------------------------------------
Total(3) ...... $ $ $
</TABLE>
===============================================================================
(1) The Company and the Selling Stockholders have agreed to indemnify the
Underwriters against certain liabilities, including liabilities under the
Securities Act of 1933, as amended. In addition, the Company has paid The
Nassau Group, Inc. ("Nassau") and related persons fees in the amount of
$79,587, will owe Nassau an additional $161,621 upon consummation of the
Offering and has issued or will issue to Nassau and related persons shares
of Common Stock and certain warrants to purchase Common Stock. See
"Principal and Selling Stockholders" and "Underwriting."

(2) Before deducting estimated expenses of $1,100,000, which are payable by the
Company.

(3) The Selling Stockholders have granted the Underwriters a 30-day option to
purchase up to 300,000 additional shares of Common Stock on the same terms
and conditions as the securities offered by the Company hereby, solely to
cover over-allotments, if any. The Company will not receive any proceeds
from the sale of additional shares by the Selling Stockholders. If such
option is exercised in full, the total Price to Public, Underwriting
Discounts and Commissions and Proceeds to Selling Stockholders will be
$ , $ and $ , respectively. See "Principal and Selling
Stockholders" and "Underwriting."

----------------

THE SHARES OF COMMON STOCK ARE OFFERED BY THE SEVERAL UNDERWRITERS NAMED
HEREIN, SUBJECT TO PRIOR SALE, WHEN, AS AND IF DELIVERED TO AND ACCEPTED BY
THEM, AND SUBJECT TO CERTAIN OTHER CONDITIONS INCLUDING THE RIGHT OF THE
UNDERWRITERS TO WITHDRAW, CANCEL, MODIFY OR REJECT ANY ORDER IN WHOLE OR IN
PART. IT IS EXPECTED THAT DELIVERY OF THE SHARES WILL BE MADE ON OR ABOUT
, 1997, AT THE OFFICES OF RAYMOND JAMES & ASSOCIATES, INC., ST.
PETERSBURG, FLORIDA.

RAYMOND JAMES & ASSOCIATES, INC. WILLIAM BLAIR & COMPANY

The date of this Prospectus is , 1997
<PAGE>

[THE COMPANY'S STYLIZED LOGO . BELOW THE LOGO IS A MAP OF UNITED STATES
INCLUDING THE COMPANY'S LOGO AND LARGER SCALE DETAIL MAPS OF FLORIDA AND
MICHIGAN INDICATING THE LOCATIONS OF THE COMPANY'S OFFICES IN THOSE
STATES, WITH THE NAME OF EACH LOCATION SPECIFIED UNDER THE HEADINGS
"MICHIGAN MANAGED DENTAL CENTERS," "FLORIDA MANAGED DENTAL CENTERS" AND
"FLORIDA LICENSED DENTAL CENTERS." ALSO INCLUDED ARE PICTURES OF CERTAIN
MANAGED DENTAL CENTERS. BELOW THE MAP IS A CAPTION "MANAGED DENTAL
CENTERS PICTURED ARE MANAGED, BUT NOT OWNED, BY THE COMPANY."]

CERTAIN PERSONS PARTICIPATING IN THIS OFFERING MAY ENGAGE IN TRANSACTIONS
THAT STABILIZE, MAINTAIN OR OTHERWISE AFFECT THE PRICE OF THE COMMON STOCK,
INCLUDING BY ENTERING STABILIZING BIDS, EFFECTING SYNDICATE COVERING
TRANSACTIONS OR IMPOSING PENALTY BIDS. FOR A DESCRIPTION OF THESE ACTIVITIES,
SEE "UNDERWRITING."
--------------
THE COMPANY WILL FURNISH ITS STOCKHOLDERS WITH ANNUAL REPORTS CONTAINING
AUDITED FINANCIAL STATEMENTS CERTIFIED BY AN INDEPENDENT AUDITING FIRM AND
INTENDS TO DISTRIBUTE QUARTERLY REPORTS FOR THE FIRST THREE QUARTERS OF EACH
YEAR CONTAINING UNAUDITED FINANCIAL INFORMATION.

<PAGE>

PROSPECTUS SUMMARY

THE FOLLOWING SUMMARY IS QUALIFIED IN ITS ENTIRETY BY THE MORE DETAILED
INFORMATION AND THE CONSOLIDATED FINANCIAL STATEMENTS, INCLUDING NOTES THERETO
(THE "CONSOLIDATED FINANCIAL STATEMENTS"), APPEARING ELSEWHERE IN THIS
PROSPECTUS. DENTAL CARE ALLIANCE, INC. AND ITS SUBSIDIARIES (THE "COMPANY")
PROVIDES MANAGEMENT SERVICES TO DENTAL PRACTICES ("MANAGED DENTAL CENTERS") BY
ENTERING INTO ADMINISTRATIVE SERVICES AGREEMENTS (THE "MANAGEMENT AGREEMENTS")
WITH INDIVIDUAL DENTAL PROFESSIONAL CORPORATIONS OR PROFESSIONAL ASSOCIATIONS
(THE "PAS"). IN ADDITION, THE COMPANY PROVIDES LICENSING SERVICES TO MANAGED
DENTAL CENTERS AND CERTAIN NON-MANAGED PRACTICES (THE "LICENSED DENTAL CENTERS"
AND TOGETHER WITH THE MANAGED DENTAL CENTERS, THE "DENTAL CENTERS"). THE
GENERAL DENTAL AND SPECIALTY DENTAL PRACTITIONERS (SUCH AS ORTHODONTISTS,
PERIODONTISTS AND ORAL SURGEONS) WORKING AT THE MANAGED DENTAL CENTERS
("AFFILIATED DENTISTS") ARE EMPLOYED BY OR CONTRACT WITH THE PAS, WHICH ARE NOT
OWNED BY THE COMPANY. THE COMPANY DOES NOT EMPLOY AFFILIATED DENTISTS NOR DOES
IT CONTROL THE PRACTICE OF DENTISTRY. IMMEDIATELY PRIOR TO CONSUMMATION OF THIS
OFFERING, CERTAIN ASSETS AND LIABILITIES OF DENTAL CARE ALLIANCE, INC., WILL BE
CONTRIBUTED TO TWO WHOLLY-OWNED SUBSIDIARIES TO BE NAMED DENTAL CARE ALLIANCE
OF FLORIDA, INC. AND DENTAL CARE ALLIANCE OF MICHIGAN, INC. WHICH WILL BE
FORMED IMMEDIATELY PRIOR TO THE CONSUMMATION OF THIS OFFERING (THE
"CONTRIBUTION"). IN ADDITION, UNLESS OTHERWISE INDICATED, INFORMATION SET FORTH
IN THIS PROSPECTUS (I) ASSUMES THE CONSUMMATION OF THE CONTRIBUTION, (II)
ASSUMES NO EXERCISE OF THE UNDERWRITERS' OVER-ALLOTMENT OPTION, (III) GIVES
EFFECT TO A 81.54-FOR-1 STOCK SPLIT TO BE EFFECTED PRIOR TO THE OFFERING (THE
"STOCK SPLIT") AND (IV) HAS BEEN ADJUSTED TO REFLECT THE MANDATORY CONVERSION
OF ALL OUTSTANDING SHARES OF THE COMPANY'S SERIES A PREFERRED STOCK INTO
654,359 SHARES OF COMMON STOCK (POST-STOCK SPLIT), UPON CONSUMMATION OF THE
OFFERING. INVESTORS SHOULD CAREFULLY CONSIDER THE INFORMATION SET FORTH UNDER
THE HEADING "RISK FACTORS."

THE COMPANY

Dental Care Alliance, Inc. is a dental practice management company
providing management and licensing services to dental practices in Florida and
Michigan. The Company seeks to develop a significant market presence in each of
its markets by entering into Management Agreements with established dental
practices and by increasing revenues and operating income at the Managed Dental
Centers. The Company provides management and licensing services to 20 Managed
Dental Centers, 15 of which are located in Florida and five of which are
located in Michigan. Additionally, the Company provides only licensing services
to three Licensed Dental Centers in Florida. The Company's management services
include personnel, operational and financial services and its licensing
services include marketing, advertising and purchasing services.

The dental services industry in the United States is highly fragmented.
According to the American Dental Association ("ADA"), in 1994 dental services
in the United States were provided by approximately 153,000 dentists, 87.7% of
whom practiced alone or with one other dentist. These solo practitioners and
small group practices have traditionally managed all aspects of their dental
practices, including the administrative, purchasing, accounting, marketing,
recruiting and business development functions.

The Company believes that recent trends in dental service reimbursement,
including the increased activity of third-party payors, are driving dentists to
form larger groups or contract with dental practice management companies. As
demand for dental services has increased, employers have sought to provide
dental benefits to employees at moderate incremental cost. These employers have
begun contracting with third-party payors who have added cost-effective dental
benefit programs to the services they provide. The programs offered include
various forms of dental care reimbursement, including traditional indemnity
insurance, preferred provider plans and capitated managed care plans. The
increased number and activity of third-party payors, particularly in the area
of managed care, has

3
<PAGE>

contributed to the complexity of managing dental practices. In addition, the
growing presence of third-party payors has put increasing pressure on dental
providers to contain costs. Due to the high fixed costs inherent in the
practice of dentistry, such cost containment pressures will likely place solo
practitioners and small group practices at a significant disadvantage to larger
group practices and practice management companies which can spread their fixed
costs over a larger base of dentists and have greater negotiating leverage with
health maintenance organizations ("HMOs").

The Company believes it is well-positioned to capitalize on the recent
trends driving dental provider consolidation. Dr. Steven R. Matzkin, the
Company's Chairman of the Board, President and Chief Executive Officer, has
invested over 13 years developing a flexible and analytically driven management
approach. This management approach is flexible in that it can be applied to a
wide variety of dental practices, including urban, suburban, start-up, mature,
fee-for-service and managed care practices and addresses particular
inefficiencies at each Managed Dental Center. The Company's management approach
is analytically driven in that it compares certain financial and operational
data for each Managed Dental Center with targeted parameters to quickly
evaluate areas for improvement. The Company uses this management approach to
design and implement an integrated marketing, staffing and scheduling program
to address the specific needs of each of its Managed Dental Centers. These
programs are designed to: (i) focus the Affiliated Dentists and hygienists on
the provision of high quality dental care; (ii) maximize revenue per Managed
Dental Center through the implementation of marketing, case presentation,
public relations and patient-calling programs; (iii) increase market share by
recruiting local dental specialists (such as orthodontists, periodontists and
oral surgeons) to be employed at the Managed Dental Centers, thereby increasing
total revenue per Managed Dental Center and precluding the need to refer
certain types of dental procedures to third parties outside of the Company's
network; and (iv) increase the capacity for patient flow through incremental
efficiencies, training, and if necessary, facility expansion. The Company also
uses its management approach to customize an external expansion strategy to the
characteristics of each existing and targeted new market.

The Company's objective is to become a leading dental practice management
company in each of its target markets. To achieve this objective the Company
seeks to grow rapidly through a combination of internal growth and external
expansion. The key elements of its internal growth strategy are to: (i)
increase revenues and operating income at Managed Dental Centers primarily
through the implementation of customized marketing and productivity improvement
programs and the integration of specialty service providers into its network,
(ii) facilitate long-term patient relationships by stressing professionalism
and the provision of high quality care and (iii) recommend adjustments to the
third-party payor mix at each Managed Dental Center to maximize productivity
and respond to local market conditions. The key elements of its external
expansion strategy are to: (i) identify potential Managed Dental Centers which
have the necessary characteristics to excel in their specific local market,
(ii) increase market share in current markets by entering into Management
Agreements with additional high quality dental practices and (iii) expand into
new markets by entering into Management Agreements with well-established
practices that can serve as platforms for further expansion.

RECENT DEVELOPMENTS

In April 1997 the Company purchased the non-dental assets of, and entered
into a Management Agreement with respect to, a dental practice in Tampa,
Florida. This practice employs one dentist and two dental hygienists, and
reported revenue for the fiscal year ended December 31, 1996 of approximately
$950,000. In July 1997, the Company entered into a Management Agreement with
respect to four dental practices located in the Detroit, Michigan area. These
practices employ six dentists and two dental hygienists and reported aggregate
revenue for the fiscal year ended December 31, 1996 of approximately $3.4
million. In July 1997, the Company also entered into a Management Agreement
with respect to a dental practice in Flint, Michigan. This practice employs
seven dentists and 14 dental hygienists, and reported revenue for the fiscal
year ended December 31, 1996 of approximately $4.0 million. In August 1997, the
Company purchased the non-dental assets of, and entered into a Management
Agreement with respect to, a dental practice located in Tallahassee, Florida.
This practice

4
<PAGE>

employs one dentist and two dental hygienists and reported revenue for the
fiscal year ended December 31, 1996 of approximately $900,000. In September
1997, the Company purchased the non-dental assets of, and entered into a
Management Agreement with respect to, a dental practice in St. Petersburg,
Florida. This practice employs one dentist and one dental hygienist and
reported revenue for the fiscal year ended December 31, 1996 of approximately
$400,000. The Company intends for the Detroit area, Flint and Tallahassee
dental practices to be platform practices for further expansion in their
respective markets. In addition, the owners of certain PAs with which the
Company has Management Agreements have executed non-binding letters of intent
to acquire ten dental practices employing 50 dentists, many of whom are
part-time, and 23 dental hygienists, which practices reported aggregate revenue
for their respective last full fiscal years of approximately $10.0 million. If
such transactions are consummated, the acquiring PAs are expected to enter into
Management Agreements with the Company. There can be no assurance that any such
transactions will be consummated, that the Company will enter into Management
Agreements with respect to such practices or that any such practices will be
integrated successfully into the Company's network. See "Risk Factors--Risks
Associated with Expansion Strategy," "Use of Proceeds," "Management's
Discussion and Analysis of Financial Condition and Results of Operations" and
"Certain Transactions."

THE OFFERING

<TABLE>
<S> <C>
Common Stock offered by the Company ......... 2,000,000 shares
Common Stock to be outstanding
after the Offering ........................... 6,897,700 shares(1)
Use of proceeds .............................. To lend money to PAs to finance the purchase of
assets of additional dental practices, to acquire the
non-dental assets of additional dental practices, to
provide working capital and for general corporate
purposes. The Company may use a portion of the
proceeds to purchase businesses complimentary to
the business of the Company. See "Use of
Proceeds," "The Company" and "Certain
Transactions."
Proposed Nasdaq National Market symbol ...... DENT
</TABLE>
- ----------------
(1) Does not include (i) an aggregate of 250,000 shares of Common Stock
reserved for issuance under the Company's Omnibus Executive Incentive
Compensation Plan (the "Omnibus Plan"), of which options for approximately
66,000 shares will be granted upon consummation of this Offering at a per
share exercise price equal to the public offering price per share, (ii) an
aggregate of 425,000 shares of Common Stock reserved for issuance under
the Company's 1997 Non-Qualified Stock Option Plan (the "Non-Qualified
Plan"), of which options to purchase approximately 135,000 shares will be
granted upon consummation of the Offering at a per share exercise price
equal to the public offering price per share, (iii) 53,001 shares of
Common Stock to be reserved for issuance (assuming an initial public
offering price of $12.00 per share) pursuant to warrants to be issued upon
consummation of the Offering at a weighted average exercise price equal to
$1.74 per share, (iv) 49,576 shares of Common Stock reserved for issuance
pursuant to outstanding options to purchase Common Stock at a weighted
average exercise price of $1.53 per share and (v) options to purchase
17,771 shares (assuming an initial public offering price of $12.00 per
share) at the initial public offering price. See "Management--Omnibus
Executive Incentive Compensation Plan", "--Non Qualified Stock Option
Plan" and "Description of Capital Stock--Warrants and Options to Purchase
Common Stock."

5
<PAGE>

SUMMARY FINANCIAL AND OPERATING DATA

<TABLE>
<CAPTION>
SIX MONTHS ENDED
YEARS ENDED DECEMBER 31, JUNE 30,
---------------------------------------- ----------------------------
1994 1995 1996 1996 1997
------------ ------------- ------------- ------------- --------------
(UNAUDITED)
<S> <C> <C> <C> <C> <C>

INCOME STATEMENT DATA (1):
Management fees .................................... $ 673,304 $ 513,705 $1,289,828 $ 405,072 $2,471,759
Consulting and licensing fees ........................ 42,763 262,769 347,600 138,812 161,885
----------- ---------- ---------- ---------- ----------
Total revenues .................................... 716,067 776,474 1,637,428 543,884 2,633,644
----------- ---------- ---------- ---------- ----------
Managed dental center expenses:
Staff salaries and benefits ........................ -- -- 223,657 -- 601,383
Dental supplies .................................... -- -- 79,448 -- 213,334
Laboratory fees .................................... 98,222 373,010
Marketing .......................................... -- -- 38,128 -- 176,627
Occupancy .......................................... -- -- 106,501 -- 333,085
Other ............................................. -- -- 57,182 -- 326,494
----------- ---------- ---------- ---------- ----------
Total managed dental center expenses ............ -- -- 603,138 -- 2,023,933
----------- ---------- ---------- ---------- ----------
716,067 776,474 1,034,290 543,884 609,711
Salaries and benefits .............................. 408,716 400,669 521,683 261,642 373,016
General and administrative ........................... 204,901 234,577 260,558 118,476 135,970
Advisory services(2) ................................. -- 127,768 -- -- --
Depreciation and amortization ........................ 15,150 22,106 27,654 10,254 41,578
----------- ---------- ---------- ---------- ----------
Operating income (loss) ........................... 87,300 (8,646) 224,395 153,512 59,147
Interest income (expense), net ..................... 22,584 6,494 20,781 (5,058) 36,464
----------- ---------- ---------- ---------- ----------
Income (loss) before income taxes and
minority interest .............................. 109,884 (2,152) 245,176 148,454 95,611
Provision for income taxes ........................... 19,919 -- 35,500 -- 36,000
Minority interest .................................... 2,440 8,654 7,674 3,537 --
----------- ---------- ---------- ---------- ----------
Net income (loss) ................................. 87,525 (10,806) 202,002 144,917 59,611
Adjustment to redemption value of common
and preferred securities ........................ 39,951 85,709 (191,237) -- (10,500)
Cumulative preferred stock dividend ............... -- -- (6,485) -- (60,000)
----------- ---------- ---------- ---------- ----------
Net income (loss) applicable to common stock . $ 127,476 $ 74,903 $ 4,280 $ 144,917 $ (10,889)
=========== ========== ========== ========== ==========
Unaudited pro forma data(3):
Income (loss) before income taxes and
minority interest .............................. $ 109,884 $ (2,152) $ 245,176 $ 148,454 $ 95,611
Pro forma provision for income taxes ............... 42,000 -- 94,000 57,000 36,000
Minority interest in consolidated subsidiaries . 1,507 5,343 4,739 2,184 --
----------- ---------- ---------- ---------- ----------
Pro forma net income (loss) ........................ $ 66,377 $ (7,495) $ 146,437 $ 89,270 $ 59,611
=========== ========== ========== ========== ==========
Pro forma net income per common share ............... $ .03 $ .01
========== ==========
Weighted average common shares outstanding ......... 4,773,071 4,773,071
========== ==========
MANAGED DENTAL CENTER DATA:
Number of Managed Dental Centers(4) ............... 7 9 12 13 13
Net patient revenue at Managed
Dental Centers(5) ................................. $3,703,430 $4,515,019 $5,576,059 $2,669,892 $3,529,242
Number of Affiliated Dentists(6) ..................... 10 12 17 17 18
</TABLE>

6
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<TABLE>
<CAPTION>
JUNE 30, 1997
-------------------------------
PRO FORMA
ACTUAL AS ADJUSTED (7)
------------ ----------------
(UNAUDITED)
<S> <C> <C>
BALANCE SHEET DATA:
Working capital .................................... $ 851,382 $22,071,382
Total assets ....................................... 3,370,468 24,590,468
Long-term debt, including current maturities ...... 190,553 190,553
Redeemable common and preferred securities ......... 1,664,299 --
Stockholders' equity .............................. 641,516 23,525,815
</TABLE>
- ----------------
(1) Effective October 1996, the Company revised the terms of all of its 12 then
existing Management Agreements such that the Company is responsible for
the payment of all non-professional expenses of the Managed Dental
Centers. Ten Management Agreements were also revised to base the Company's
management fee from a percentage of net profits at each PA to a percentage
of net patient revenues from each PA. Accordingly, prior to these
revisions to such 12 Management Agreements, all non-professional expenses
of the Managed Dental Centers and related revenues were reflected in each
PA's financial statements. See "Management's Discussion and Analysis of
Financial Condition and Results of Operations."
(2) Represents non-cash charges for warrants issued in consideration for
certain financial advisory services.
(3) Pro forma adjusted to reflect a 38% income tax rate as if the Company was
taxed as a C Corporation prior to October 25, 1996, when the Company was
reorganized from Limited Liability Corporation status to C Corporation
status. See Notes 2 and 7 of Notes to Consolidated Financial Statements.
(4) Presented as of the end of the period.
(5) Net patient revenue is the total amount of revenue recorded by the PAs
during the period. Revenue is included from and after the date on which
the relevant PA executed a Management Agreement with the Company.
(6) Presented as of the end of the period. Affiliated Dentists include both
full-time and part-time Affiliated Dentists but exclude Dental Directors.
See "Business--Dental Directors."
(7) Adjusted to give pro forma effect to the conversion of mandatorily
redeemable preferred stock to Common Stock and to the termination of put
rights associated with certain Common Stock, and adjusted for the sale of
2,000,000 shares of Common Stock offered by the Company hereby at an
assumed public offering price of $12.00 per share and the application of
the estimated net proceeds therefrom. See "Use of Proceeds" and
"Capitalization."

ALL REFERENCES IN THIS PROSPECTUS TO INDUSTRY FINANCIAL AND STATISTICAL
INFORMATION ARE BASED ON TRADE ARTICLES AND INDUSTRY REPORTS THAT THE COMPANY
BELIEVES TO BE RELIABLE AND REPRESENTATIVE OF THE DENTAL SERVICES INDUSTRY AT
THE DATE OF THIS PROSPECTUS, ALTHOUGH NO ASSURANCE TO THAT EFFECT CAN BE GIVEN.
THIS PROSPECTUS CONTAINS FORWARD-LOOKING STATEMENTS WHICH INVOLVE RISKS AND
UNCERTAINTIES. THE COMPANY'S ACTUAL RESULTS COULD DIFFER MATERIALLY FROM THOSE
ANTICIPATED IN SUCH FORWARD-LOOKING STATEMENTS AS A RESULT OF VARIOUS FACTORS,
INCLUDING THOSE SET FORTH UNDER "RISK FACTORS" AND ELSEWHERE IN THIS
PROSPECTUS.

7
<PAGE>

RISK FACTORS

THE SHARES OFFERED HEREBY INVOLVE A HIGH DEGREE OF RISK, INCLUDING THE
RISKS DESCRIBED BELOW. PROSPECTIVE INVESTORS SHOULD CAREFULLY CONSIDER THE
SPECIFIC FACTORS SET FORTH BELOW, AS WELL AS THE OTHER INFORMATION CONTAINED IN
THIS PROSPECTUS, BEFORE DECIDING TO INVEST IN THE COMMON STOCK OFFERED HEREBY.
THE FOLLOWING DISCUSSION IDENTIFIES IMPORTANT CAUTIONARY FACTORS THAT COULD
CAUSE THE COMPANY'S ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE PROJECTED IN
FORWARD LOOKING STATEMENTS OF THE COMPANY APPEARING IN THIS PROSPECTUS OR
OTHERWISE MADE BY, OR ON BEHALF OF, THE COMPANY. IN PARTICULAR, SUCH FORWARD-
LOOKING STATEMENTS, INCLUDING THOSE REGARDING THE ADDITION OF MANAGED DENTAL
CENTERS, EXPANSION WITHIN EXISTING AND INTO NEW MARKETS, THE ADEQUACY OF THE
COMPANY'S CAPITAL RESOURCES, THE FUTURE PROFITABILITY OF MANAGED DENTAL CENTERS
AND OTHER STATEMENTS REGARDING TRENDS RELATING TO, AND THE COMPANY'S ABILITY TO
IMPROVE, VARIOUS REVENUE AND EXPENSE ITEMS, COULD BE AFFECTED BY A NUMBER OF
RISKS AND UNCERTAINTIES, INCLUDING THOSE DESCRIBED BELOW.

RISKS ASSOCIATED WITH EXPANSION STRATEGY. The Company is party to
Management Agreements with PAs that own 20 Managed Dental Centers. The Company
intends to continue to expand its existing Managed Dental Centers and to enter
into Management Agreements with PAs that own additional dental centers. The
ultimate success of the Company's expansion strategy will depend on factors
which include the following:

ABILITY TO IDENTIFY AND ENTER INTO MANAGEMENT AGREEMENTS WITH SUITABLE
DENTAL PRACTICES. The Company intends to continue to devote a substantial
amount of time and resources to identifying suitable dental practices and
to negotiating Management Agreements with such practices. Identifying
suitable dental practices and negotiating Management Agreements with such
practices can be a lengthy and costly process. There can be no assurance
that the Company will be able to identify suitable Managed Dental Center
candidates, or that Management Agreements will be entered into with respect
to such candidates on terms favorable to and within time frames desired by
the Company, or at all. In the event that the execution of a planned
Management Agreement fails to occur or is delayed, the Company's quarterly
financial results may be materially lower than financial analysts'
expectations, which likely would cause a decline, perhaps substantial, in
the market price of the Common Stock. The foregoing factors could have a
material adverse effect on the Company's results of operations or financial
condition and the Company's ability to continue its expansion strategy.
Moreover, in connection with entering into such Management Agreements, the
Company may be required to incur indebtedness or assume other liabilities
which could have a material adverse effect on the Company's operating
results, liquidity and capital resources, or may cause the Company to issue
shares of its capital stock which could result in dilution to stockholders.

INTEGRATION OF DENTAL PRACTICES. The integration of Managed Dental
Centers into the Company's network is a difficult, costly and time
consuming process which, among other things, requires the Company to
attract and retain competent and experienced management and administrative
personnel and to implement and integrate reporting and tracking systems,
management information systems and other operating systems. In addition,
such integration may require, among other things, the opening of new
facilities or the expansion of existing facilities, the expansion of
accounting controls and procedures and the elimination of duplicate
personnel. There can be no assurance that substantial unanticipated
problems, costs or delays associated with such integration efforts or with
such Managed Dental Centers will not arise or continue. Any such problems,
costs or delays could cause the Company's financial results in fiscal
quarters including and subsequent to the execution of the relevant
Management Agreements to be materially lower than financial analysts'
expectations, which likely would cause a decline, perhaps substantial, in
the market price of the Common Stock. In particular, the Company's expenses
related to any new Managed Dental Center may exceed the revenues it
realizes from such Managed Dental Center and, accordingly, the integration
of such Managed Dental Center may have a temporary or sustained negative
impact on the Company's

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results of operations or financial condition. As the Company pursues its
expansion strategy, there can be no assurance that the Company will be able
to successfully integrate new Managed Dental Centers in a timely manner or
at all, or that any new Managed Dental Center will have a positive impact
on the Company's results of operations and financial condition.

MANAGEMENT OF ADDITIONAL DENTAL CENTERS. The success of the Company's
expansion strategy will depend in part on the Company's ability to
effectively manage an increasing number of Managed Dental Centers, some of
which are expected to be located in markets geographically distant from
markets in which the Company presently operates. The addition of Managed
Dental Centers may impair the Company's ability to efficiently and
successfully provide management services to existing Managed Dental Centers
and to manage and supervise adequately the Company's employees. The Company
has no experience in managing more than 20 Managed Dental Centers, and the
Company's results of operations and financial condition could be materially
adversely affected if it is unable to do so effectively.

AVAILABILITY OF FUNDS FOR EXPANSION STRATEGY. The Company's expansion
strategy will require that substantial capital investment and adequate
financing be available to the Company. Capital is needed for (i) loans to
PAs to purchase the dental assets of dental practices, (ii) the acquisition
by the Company of the non-dental assets of dental practices, (iii) the
integration of operations of dental practices and (iv) the purchase of
additional equipment and technology. The Company believes that the net
proceeds from this Offering, cash flow from operations and borrowings
available under the Company's existing credit facility will be adequate to
meet the Company's anticipated capital needs through 1998, although there
can be no assurance to that effect. After 1998, the Company may be required
to obtain financing through additional borrowings or the issuance of
additional equity or debt securities. There can be no assurance that the
Company will be able to obtain such financing or that, if available, such
financing will be on terms acceptable to the Company. Any inability of the
Company to obtain suitable financing could cause the Company to limit or
otherwise modify its expansion strategy, which could have a material
adverse effect on the Company's results of operations and financial
condition.

ABILITY TO INCREASE REVENUES AND OPERATING INCOME OF MANAGED DENTAL
CENTERS. A key element of the Company's internal growth strategy is to
increase revenues and operating income at the Managed Dental Centers. There
can be no assurance that the Company's revenues and operating income from
new Managed Dental Centers will improve at rates comparable to the
historical improvement rates experienced by the Company's existing Managed
Dental Centers or at all, or that revenues or operating income from
existing Managed Dental Centers will continue to improve at such historical
rates or at all. Any failure by the Company in improving revenues or
operating income at its Managed Dental Centers could have a material
adverse effect on the Company's results of operations and financial
condition.

DEPENDENCE ON MANAGEMENT AGREEMENTS, THE PAS AND AFFILIATED DENTISTS. The
Company receives fees for services provided to the PAs under the Management
Agreements based on 74% of the net patient revenue under most of its Management
Agreements and between 50% and 55% of the net profit under its other Management
Agreements. The Company's revenue is dependent on revenue generated by the PAs
and, in some cases, net profits and, therefore, effective and continued
performance of the PAs during the terms of the Management Agreements is
essential to the Company's long term success. In any PA, the loss of an
Affiliated Dentist, dental hygienist or a long-term employee, or the inability
of the PA to attract and retain Dental Directors, could have a material adverse
effect on the revenues of the PAs and the Company. In particular, Dr. Dennis A.
Corona owns 13 of the PAs, and any conflicts, or impairment of the Company's
relationship, with Dr. Corona could have a material adverse effect on the
Company. In addition, the Company is a party to only 20 Management Agreements
and, accordingly, the expiration or termination of one or more Management
Agreements could have a material adverse effect on the revenues of the Company.
For example, it is anticipated that

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the Managed Dental Center in Flint, Michigan, will contribute in excess of 10%
of the Company's aggregate revenue in 1997 and may contribute in excess of 10%
in 1998. Further, the PA located in Port Charlotte, Florida, has the right to
terminate its Management Agreement during a 90-day period beginning in October
1998. Such Managed Dental Center contributed approximately 18% and 14% to the
Company's revenues in 1996 and for the six months ended June 30, 1997,
respectively. Each of this Management Agreement and the Management Agreement
with respect to the Managed Dental Center located in Kissimmee, Florida expires
in 2003. In addition, the Management Agreement with respect to the four Detroit
area practices expires in 2005. Any material loss of revenue by any of the PAs
or the expiration or termination of any of the Management Agreements could have
a material adverse effect on the Company's business, financial condition and
results of operations. In the event of breaches of the Management Agreements by
any of the PAs, there can be no assurance that the legal remedies available to
the Company will be adequate to compensate the Company for its damages
resulting from such breaches. See "Business-Management Agreements."

GOVERNMENTAL REGULATION. Business arrangements between dentists and
business corporations that provide dental practice management services are
regulated extensively at the state and federal levels. Below is a summary of
state and federal laws that may apply to the provision of dental management
services. Such provisions are further described in "Business--Governmental
Regulation."

CORPORATE PRACTICE OF DENTISTRY. The laws of many states prohibit
corporations that are not owned entirely by dentists from employing
dentists (and in some states, dental hygienists and dental assistants),
having control over clinical decision-making, or engaging in other
activities that are deemed to constitute the practice of dentistry. Florida
law specifically prohibits non-professional for-profit corporations from
employing dentists and dental hygienists, exercising control over patient
records, and making decisions relating to clinical matters, office
personnel, hours of practice, pricing, credit, refunds, warranties and
advertising. Michigan law imposes similar restrictions on the practice of
dentistry by non-professional for profit corporations.

Most states, including Florida and Michigan, also prohibit
non-professional for-profit corporations from owning, maintaining or
operating an office for the practice of dentistry. These laws have
generally been construed to permit arrangements under which the dentists
are not employed by or otherwise controlled as to clinical matters by the
party supplying facilities and non-professional services. Both Florida and
Michigan law require that dentists or their professional corporations
maintain complete care, custody and control of all equipment and materials
used in the practice of dentistry.

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<PAGE>

arranging for the purchase, lease or order of any item or service that is
covered by a federal program. Such laws would be violated and the Company
could be materially adversely affected if the Affiliated Dentists make
referrals to entities that are related to the Company or its owners for the
purpose of securing, directly or indirectly, payment or other remuneration.

ADVERTISING RESTRICTIONS. Many states, including Florida and Michigan,
prohibit dentists from using, except in limited circumstances, advertising
which includes any name other than their own, or from advertising in any
manner that is likely to lead a person to believe that a nondentist is
engaged in the practice of dentistry. Florida law also requires all
advertising to identify the dentist who assumes total responsibility for
the advertisement and may not include the name of a person who is neither
actually involved in the practice of dentistry at the advertised location
nor an owner of the practice being advertised. Similarly, Michigan law
requires that the name of each dentist performing services at a location be
clearly disclosed by sign or lettering at such location. In addition,
Michigan and Florida law impose additional restrictions on advertisements
by specialists.

LIMITATIONS ON DELEGATION. Some states, including Florida and Michigan,
regulate the manner in which dentists delegate certain tasks to
nondentists.

ANTI-FRAUD LAWS. State and federal laws prohibit any person from
knowingly and willfully making any false statement or misrepresentation of
a material fact in seeking payment for items or services. In addition,
federal law imposes civil monetary penalties for filing claims that the
filing party "should know" are not appropriate under rules applicable to
governmentally funded health care programs.

SELF-REFERRAL LAWS. Many states, subject to certain exceptions, prohibit
referrals for health services if the referring dentist has an ownership
interest in, or a compensation arrangement with, the entity receiving the
referral. Many states require the dentist to disclose such interests to
patients. Federal law (commonly referred to as Stark II) also prohibits
referrals for services or items covered by Medicare or Medicaid by a
dentist to an entity with which the dentist has a compensation arrangement
or in which the dentist has an ownership interest. Stark II and most state
self-referral laws have exceptions for services referred within a group
practice and for in-office ancillary services that are directly supervised
by the referring dentist.

The Michigan self-referral law contains no exceptions or safe harbors.
However, enforcement authorities have yet to apply such law to referrals
for in-office ancillary services or within a group practice. In addition,
Michigan law prohibits referrals by a dentist to an entity in which the
dentist has a "financial interest." To date, the term "financial interest"
has only been interpreted to mean a direct ownership interest and has not
been interpreted to include a compensation interest, such as an employment
or personal services arrangement. If Michigan law were interpreted or
applied by enforcement authorities differently in the future, the Company
could be materially adversely affected.

The laws described above provide for civil and criminal penalties for
their violation. These laws have been subject to limited judicial and
regulatory interpretation. They are enforced by regulatory agencies that are
vested with broad discretion in interpreting their meaning. The Company's
agreements and activities have not been examined by federal or state
authorities under these laws and regulations. For these reasons, there can be
no assurance that a review of the Company's business arrangements or the
operation of the Managed Dental Centers will not result in determinations that
would adversely affect the Company's operations or that the Management
Agreements or certain of their provisions will be held valid and enforceable.
In addition, these laws and their interpretation vary from state to state. The
laws and regulations of certain states into which the Company seeks to expand
may require the Company to change the form of relationships entered into with
dentists in a manner that restricts the Company's operations in those states.
See "Business-Governmental Regulation."

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NON-COMPETITION COVENANTS. The Management Agreements generally require
each PA to use its best efforts to enter into employment agreements with the
Affiliated Dentists, which agreements include covenants not to compete with the
PA within a specified geographic area (generally from one to five miles) for a
period of from one to three years after termination of employment. In most
states, including Florida and Michigan, a covenant not to compete will be
enforced only to the extent it is necessary to protect a legitimate business
interest of the party seeking enforcement, does not unreasonably restrain the
party against whom enforcement is sought, and is not contrary to the public
interest. This determination is made based on all the facts and circumstances
of the specific case at the time enforcement is sought. For this reason, it is
uncertain whether a court will enforce such a covenant in a given situation. In
addition, there is little judicial authority regarding whether a management
company's interest under a management agreement will be viewed as the type of
protectable business interest that would permit it to enforce such a covenant
or to require a PA to enforce such covenants against the Affiliated Dentists.
Since the intangible value of a Management Agreement depends primarily on the
ability of the PA to preserve its business, which could be harmed if Affiliated
Dentists went into competition with the PA, a determination that these
provisions are unenforceable could have a material adverse effect on the
Company. See "Business-Management Agreements."

COMPETITION. The dental practice management segment of the dental services
industry is highly competitive and is expected to become increasingly
competitive. The Company currently competes with other dental practice
management companies in its existing markets, including Coast Dental Services,
Inc. in Florida. There are also a number of dental practice management
companies currently operating in other parts of the country which may enter the
Company's existing markets in the future. Many of such competitors and
potential competitors have substantially greater financial resources than the
Company, have established large dental practice networks or otherwise enjoy
competitive advantages which may make it difficult for the Company to compete
against them or enter into additional Management Agreements on terms acceptable
to the Company. In addition, as the Company seeks to expand its operations into
new markets, it is likely to face competition from dental practice management
companies which already have established a strong presence in such markets.

The business of providing dental services is highly competitive in each of
the markets in which the Managed Dental Centers operate or in which operations
are contemplated. The Affiliated Dentists compete with other dentists who
maintain single or satellite offices, as well as with dentists who maintain
group practices, operate in multiple offices or are members of competing dental
practice management networks. Many of these dentists have established practices
and reputations in their markets. In addition to competing against established
practices for patients, the Managed Dental Centers compete with such practices
in the retention and recruitment of general dentists, specialists and
hygienists to staff the Managed Dental Centers. If the availability of dentists
begins to decline in the Company's existing or targeted markets, it may become
increasingly difficult to attract and retain the dental professionals to staff
such sites. There can be no assurance that the Managed Dental Centers will be
able to compete effectively with such other practices. See
"Business-Competition."

POTENTIAL CONFLICTS OF INTEREST OF THE COMPANY'S PRESIDENT RELATING TO THE
PAS. Profit Dental Management Corp. ("Profit"), an entity controlled by Dr.
Matzkin, receives consulting fees from PAs in Michigan relating to the four
Detroit-area practices to which the Company provides management services, as
well as payments on a note relating to the sale of these practices by Dr.
Matzkin in 1993 (the "Note"). Consulting payments and payments under the Note
aggregate $216,000 per year and will continue through 2005. The Company is
currently considering the acquisition of the capital stock of Profit. It is
anticipated that such acquisition will not happen prior to 1998 and will be
consummated only upon approval of the outside members of the Board of
Directors. Dr. Matzkin and/or his affiliates also (i) own some of the dental
laboratories that perform laboratory services for the Affiliated Dentists and
(ii) are the lessors under real property and/or capital equipment leases with
certain of the PAs. In 1996, the amount paid by the Managed Dental Centers to
such laboratories was $145,000, of which $60,000 was advanced by the Company
and remains outstanding at December 31, 1996. In 1996, the amount paid by
Managed Dental Centers for leases was $218,000. As a result of the foregoing,
potential conflicts of interest may arise in certain matters including, but not
limited to, matters related to

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<PAGE>

applicable Management Agreements between the Company and Dr. Matzkin and/or the
PAs and Dr. Matzkin. There can be no assurances that the Company will not be
adversely affected by matters in which Dr. Matzkin and his affiliates have
potential conflicts of interest. The Company believes, however, that all
transactions between Dr. Matzkin and his affiliates, on the one hand, and the
Company and the PAs, on the other hand, are fair to the Company and the PAs and
on terms no less favorable to the Company and the PAs than would have been
reached through arm's-length negotiations with unrelated third parties. The
risks disclosed in the sections "Fee-Splitting and Anti-Kickback Laws" and
"Self-Referral Laws" under the caption "--Governmental Regulation" apply to
referrals to the dental laboratories and the space and equipment leases
described herein. See "Business-Management Agreements" and "Certain
Transactions."

RISKS ASSOCIATED WITH NOTES FROM AND ADVANCES TO PAS. The Company has made
and intends to continue to make loans to PAs to finance the purchase of the
dental assets of Managed Dental Centers. These loans are evidenced by notes and
secured by the dental assets of such Managed Dental Centers, some of which are
intangible and not readily convertible into cash, and are personally guaranteed
by the Affiliated Dentists who own the PAs. Such loans are recorded on the
Company's balance sheet as "Notes Receivable from PAs" until repaid. At
December 31, 1996 and June 30, 1997, Notes Receivable from PAs were $198,395
and $173,756, respectively. Management believes that such loans will increase
in the future as the Company expands its network of Managed Dental Centers. In
addition, in the event that the percentage of revenue retained by any PA is not
sufficient to pay its expenses, as is often the case with newly integrated
Managed Dental Centers and occurs from time to time with other Managed Dental
Centers, the Company may elect to advance funds to cover such expenses. Such
advances are recorded on the Company's balance sheet as "Advances to PAs" until
repaid. At December 31, 1996 and June 30, 1997, Advances to PAs were $16,454
and $287,127, respectively. The failure of any of the PAs to repay such notes
or advances could have a material adverse effect on the Company's results of
operations and financial condition. Further, any decision by the Company to
continually make loans or advances to PAs, or the sustained inability of PAs to
repay such loans or advances, could necessitate adjustments to the Management
Agreements with such PAs to allow the PAs to retain a higher percentage of net
patient revenue or could require the Company to record additional reserves with
respect to such loans or advances, either of which events could have a material
adverse effect on the Company's results of operations and financial condition.
The risks disclosed in the risk factors sections "Fee-Splitting and
Anti-Kickback Laws" and "Self-Referral Laws" under the caption "--Governmental
Regulation" apply to the notes and advances described herein.

RISKS OF PROVIDING DENTAL SERVICES. The Affiliated Dentists provide dental
services to the public and are exposed to the risk of professional liability
and other claims. Such claims, if successful, could result in substantial
damage awards to the claimants which may exceed the limits of any applicable
insurance coverage. The Company does not control the practice of dentistry by
the Affiliated Dentists or the compliance with regulatory and other
requirements directly applicable to the Affiliated Dentists and their
practices. Each Affiliated Dentist has undertaken, however, to comply with all
applicable regulations and requirements, and the Company is indemnified under
the Management Agreements for claims against the Company arising from the
performance of dental services provided by the Affiliated Dentists. Each PA and
Affiliated Dentist is required to have professional liability insurance with
limits of not less than $300,000 per claim and with aggregate policy limits of
not less than $1.0 million per Affiliated Dentist and the Company is named as
an additional insured party on most such liability insurance policies. There
can be no assurance that a future claim or claims will not be successful and,
if successful, will not exceed the limits of available insurance coverage and
the financial resources of the applicable PAs and the Affiliated Dentists, or
that any such insurance coverage will continue to be available at acceptable
costs and on favorable terms. See "Business--Insurance" and "Management
Agreements."

RISKS ASSOCIATED WITH IMPLEMENTATION OF NEW MANAGEMENT INFORMATION
SYSTEMS. The Company's management information systems are not fully automated,
and therefore the Company does not have real-time access to certain information
at its Managed Dental Centers. The Company is evaluating new software packages
that will replace its existing management information systems with

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<PAGE>

fully automated systems. Failure or significant delays in achieving integration
or complications with respect to the change to new software packages could have
a material adverse effect on the Company's results of operations and financial
condition.

RISKS ASSOCIATED WITH MANAGED CARE CONTRACTS. As an increasing percentage
of the population is covered by managed care organizations that provide dental
coverage, the Company believes that its success will, in part, be dependent upon
its ability to assist the PAs in negotiating favorable contracts with health
maintenance organizations ("HMOs"), health insurance companies and other third
party payors. Most of these contracts are terminable by either party on 90 days
notice. There can be no assurance that the Company will be successful in
negotiating, managing or maintaining managed care arrangements on behalf of the
PAs. In addition, the health care industry has experienced a trend toward cost
containment as government and private third-party payors seek to impose lower
reimbursement and utilization rates and negotiate reduced payment schedules with
service providers. The Company believes that these trends may result in a
reduction from historical levels in per patient revenue of the Managed Dental
Centers. To the extent that patients or enrollees covered by these contracts
generate an increasing percentage of the revenues generated by the PAs, the
Company's operating margins may be adversely affected. Any such reduction of
operating margins could have a material adverse effect on the Company's results
of operations and financial condition. Total PA revenue derived from managed
care patients, which the Company believes to be significant, is comprised of two
components, capitated amounts paid by HMOs and amounts paid directly by such
patients or through other insurance for services not covered under managed care
contracts. The Company tracks, as a separate component of revenue, the
capitation revenue paid by managed care companies to each Managed Dental Center,
but has not tracked separately amounts paid directly by such patients or through
other insurance covering such patients. In 1996, the Managed Dental Centers
generated approximately $586,000 of capitation revenue, although the Company
believes that amounts paid directly by such patients or through other insurance
for services not covered under managed care contracts represents a significantly
larger amount of patient revenue.

RISKS OF BECOMING SUBJECT TO LICENSURE. Federal and state laws regulate
insurance companies, HMOs and certain other managed care organizations. Many
states also regulate the establishment and operation of networks of health care
providers. In most states, including Florida and Michigan, these laws do not
apply to discounted fee for service arrangements. The Company believes that it
is in compliance with the laws of the states of Florida and Michigan with
respect to the operation of its Dental Centers, but there can be no assurance
that interpretations of these laws by the regulatory authorities in Florida or
Michigan or in the states in which the Company expands will not require
licensure or a restructuring of some or all of the Company's operations. In the
event that the Company is required to become licensed under these laws, the
licensure process can be lengthy and time consuming and, unless the regulatory
authority permits the Company to continue to operate while the licensure
process is progressing, the Company would experience a material adverse change
in its business while the licensure process is pending. In addition, many of
the licensing requirements mandate strict financial and other requirements
which the Company may not be able to meet. Further, if licensed, the Company
would be subject to continuing oversight by, and reporting to, the relevant
regulatory agency. The regulatory framework of certain jurisdictions may limit
the Company's expansion into, or ability to continue operations within, such
jurisdictions if the Company is unable to modify its operational structure to
conform with such regulatory framework. Any limitation on the Company's ability
to expand could have a material adverse effect on the Company. In addition,
there are state insurance law regulatory risks associated with the Company's
role in negotiating and administering managed care contracts on behalf of the
PAs. State insurance laws are subject to broad interpretation by regulators. In
the event that the Company or the PAs are determined to be engaged in the
business of insurance, the Company could be required to either seek licensure
as an insurance company or change the form of its relationships with the
third-party payors. There can be no assurances that the Company's operations
would not be adversely affected if the Company or the PAs were to become
subject to state insurance regulations. See "Business--Governmental
Regulation."

GEOGRAPHIC CONCENTRATION. The Company's operations are concentrated in the
Florida and Michigan markets and any adverse economic or regulatory
developments or action within these markets

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could have a material adverse effect on the Company's business. In addition,
the Company's expansion strategy is dependent, in part, upon entering into
Management Agreements with platform practices in new markets. The Company's
strategy of focused expansion within new markets increases the risk to the
Company that adverse economic or regulatory developments in one or more of
these new markets may have a material adverse effect on the Company's business,
financial condition and operating results.

RISKS ARISING FROM HEALTH CARE REFORM. There can be no assurance that the
laws and regulations of the states in which the Company operates or may desire
to operate in the future will not change or be interpreted in the future to
restrict or adversely affect the Company's relationships with Affiliated
Dentists or the operation of Managed Dental Centers. Proposals that may be
introduced, could, if adopted, have a material adverse effect on the Company's
financial condition and results of operations. It is uncertain what legislative
programs, if any, will be adopted in the future, or what actions Congress or
state legislatures may take regarding health care reform proposals or
legislation.

ACCOUNTING TREATMENT FOR PHYSICIAN PRACTICE MANAGEMENT COMPANIES. The
Emerging Issues Task Force, an advisory committee of the Financial Accounting
Standards Board, is currently evaluating certain matters relating to accounting
practices for physician practice management companies, which the Company
expects will include a review of the consolidation of the financial statements
of professional corporations and professional associations with which such
companies have management agreements. Any required material changes to the
accounting practices of physician practice management companies resulting from
this review could have a material adverse effect on the Company's reported
results of operations.

DEPENDENCE ON KEY INDIVIDUALS. The success of the Company is dependent
upon the continued services of the Company's senior management. The Company's
success is also dependent upon the continued services rendered to the PAs by
the Dental Directors. The loss of the services of these individuals, including
Dr. Steven Matzkin, the Company's Chairman of the Board, President and Chief
Executive Officer, and Mitchell Olan, the Company's Vice President and Chief
Operating Officer, or impairment of the Company's relationship with Dr. Dennis
A. Corona, a Dental Director and the owner of 13 of the Florida PAs, or any
other Dental Director, could have a material adverse effect on the Company. The
Company believes that its future success also will depend in part upon its
ability to attract and retain qualified management personnel. Competition for
such personnel is intense and the Company competes for qualified personnel with
numerous other employers, some of whom have greater financial and other
resources than the Company. There can be no assurance that the Company will be
successful in attracting and retaining such personnel. See "Management."

CONTROL BY PRINCIPAL STOCKHOLDERS. Upon completion of the Offering, the
current stockholders of the Company will own approximately 71.0% of the
outstanding shares of Common Stock. Included in this percentage are shares of
Common Stock owned by Dr. Steven Matzkin and the SRM Children's Trust, a trust
for the benefit of Dr. Matzkin's children, which in the aggregate will own
approximately 47.3% of the outstanding shares of Common Stock. Accordingly, the
Company's current stockholders, as a group, will have the ability to control
all matters requiring stockholder approval, including the election of the
Company's directors and any amendments to the Company's Amended and Restated
Certificate of Incorporation (the "Certificate") and Amended and Restated
Bylaws (the "Bylaws"), and to control the business of the Company. Such control
could preclude any acquisition of the Company and could adversely affect the
market price of the Common Stock. See "Principal and Selling Stockholders" and
"Description of Capital Stock."

SHARES ELIGIBLE FOR FUTURE SALE. Upon completion of the Offering, the
Company will have outstanding 6,897,700 shares of Common Stock, of which the
2,000,000 shares sold in the Offering will be freely tradeable without
restriction or further registration under the Securities Act. The remaining
4,897,700 shares (the "Restricted Shares") are subject to certain restrictions
described below. Holders of the Restricted Shares will be eligible to sell a
portion of such shares pursuant to Rule 144 ("Rule 144") under the Securities
Act beginning in January 1998, subject to manner of sale, volume, notice and
information requirements of Rule 144. In addition, the Company has granted
certain registration rights

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<PAGE>

with respect to 4,693,851 shares of Common Stock. Notwithstanding the
eligibility of certain shares to be sold following the completion of the
Offering, such shares are subject to certain additional restrictions on
transfer pursuant to certain agreements described below. See "Description of
Capital Stock--Registration Rights."

The Company and its executive officers, directors, and current
stockholders have agreed that they will not, directly or indirectly, offer,
sell, offer to sell, contract to sell, pledge, grant any option to purchase or
otherwise sell or dispose (or announce any offer, sale, offer of sale, contract
of sale, pledge, grant of any option to purchase or other sale or disposition)
of any shares of Common Stock or any securities convertible into, or
exercisable or exchangeable for, Common Stock or other capital stock of the
Company, or any right to purchase or acquire Common Stock or other capital
stock of the Company, for a period of 180 days after the date of this
Prospectus, without the prior written consent of Raymond James & Associates,
Inc. ("Raymond James"), except for (i) bona fide gifts or transfers effected by
such stockholders other than on any securities exchange or in the
over-the-counter market to donees or transferees that agree to be bound by
similar agreements (the "Lock-up Agreements"), (ii) sales made by Selling
Stockholders to the Underwriters of up to 300,000 shares to cover over-
allotments, if any, and (iii) pledges of shares held by Dr. Matzkin. Raymond
James, in its sole discretion, without notice, may release some or all of the
shares subject to Lock-up Agreements from time to time.

Additionally, the Company intends to file registration statements under
the Securities Act to register all shares of Common Stock subject to then
outstanding stock options and Common Stock issuable pursuant to the Omnibus
Plan. The Company expects to file these registration statements following the
closing of the Offering, and such registration statements are expected to
become effective upon filing. Shares covered by these registration statements
will thereupon be eligible for sale in the public markets, subject to the
Lock-up Agreements. Following the Offering, the Company may issue its Common
Stock from time to time in connection with the acquisition of the non-dental
assets of dental practices. Such securities may be issued in registered
transactions or in transactions exempt from registration under the Securities
Act.

Sales of substantial amounts of Common Stock in the public market, or the
availability of such shares for future sale, could adversely affect the market
price of the Common Stock and could impair the Company's future ability to
raise additional capital through an offering of its equity securities. See
"Shares Eligible for Future Sale" and "Underwriting."

NO PRIOR MARKET; POSSIBLE VOLATILITY OF STOCK PRICE. Prior to the
Offering, there has been no public market for the Common Stock and there can be
no assurance that an active public market for the Common Stock will develop or,
if a trading market does develop, that it will continue after the Offering. The
initial public offering price has been determined by negotiations among the
Company and the Underwriters. See "Underwriting" for a description of the
factors considered in determining the initial public offering price. The market
price of the Common Stock could be subject to significant fluctuations in
response to variations in financial results or announcements of material events
by the Company or its competitors. Quarterly operating results of the Company,
changes in general conditions in the economy or the dental services industry,
or other developments affecting the Company or its competitors, could cause the
market price of the Common Stock to fluctuate substantially. The Company has
historically experienced seasonal fluctuation in its quarterly revenue.
Specifically, the first and fourth quarters reflect the highest volume, while
the third quarter has traditionally had the lowest volume. The Managed Dental
Centers in Florida have traditionally experienced increased patient visits in
November through March due to an increase in the population base during these
months, while patient visits decrease during the summer. In addition, the
equity markets have, on occasion, experienced significant price and volume
fluctuations that have affected the market prices for many companies'
securities and that have often been unrelated to the operating performance of
these companies. Concern about the potential effects of health care reform
measures has contributed to the volatility of stock prices of companies in
health care and related industries and may similarly affect the price of the
Common Stock following the Offering. Any such fluctuations that occur following
completion of the Offering may adversely affect the market price of the Common
Stock.

16
<PAGE>

CERTAIN ANTI-TAKEOVER PROVISIONS. Certain provisions of Delaware Law and
the Certificate and Bylaws may make a change in control of the Company more
difficult to effect, even if a change in control were in the stockholders'
interest. In addition, the Certificate allows the Board of Directors to
determine the terms of preferred stock which may be issued by the Company
without approval of the holders of the Common Stock, and thereby enables the
Board of Directors to inhibit the ability of the holders of the Common Stock to
effect a change in control of the Company. See "Description of Capital
Stock-Provisions with Possible Antitakeover Effect."

The Company has entered into an employment agreement with Dr. Matzkin
which requires the Company to pay certain amounts to Dr. Matzkin upon his
termination following certain events, including a change in control of the
Company. Such agreement may inhibit a change in control of the Company. See
"Management-Employment Agreements."

BROAD DISCRETION OF MANAGEMENT IN APPLYING PROCEEDS OF OFFERING. The
Company intends to use the net proceeds of the Offering to lend money to PAs to
finance the purchase of the assets of dental practices, acquire the non-dental
assets of dental practices, to purchase the capital stock of Profit, to provide
working capital and for other general corporate purposes. Accordingly, the
Company's management will have broad discretion in applying the net proceeds of
the Offering. See "Use of Proceeds."

IMMEDIATE AND SUBSTANTIAL DILUTION. Purchasers of shares of Common Stock
in the Offering will experience immediate and substantial dilution of
approximately $8.70 in the pro forma net tangible book value per share of
Common Stock from the initial public offering price at an assumed initial
public offering price of $12.00 per share. See "Dilution."

ANTITRUST. The Company and the PAs with which it has Management Agreements
are subject to a range of antitrust laws that prohibit anti-competitive
conduct, including price fixing, concerted refusals to deal and divisions of
markets. Among other things, these laws may limit the ability of the Company to
enter into management agreements with separate practice groups that compete
with one another in the same geographic market. These laws do not apply to
dentists within the same practice group, such as dentists within a single PA,
but might be applicable as to Affiliated Dentists within the Company's separate
Managed Dental Centers in the same geographic market. In addition, these laws
prevent acquisitions of practices that would be integrated into existing
professional groups if such acquisitions substantially lessen competition or
tend to create a monopoly.

17
<PAGE>

THE COMPANY

The Company is the successor to the businesses of Golden Care Holdings
L.C. ("GCH") and its majority-owned subsidiaries, Prophet Management of
Florida, L.C., a Florida limited liability company ("Prophet"), and Golden Care
Network, L.C., a Florida limited liability company ("Golden Care"), which were
formed in 1992 and 1993, respectively, and commenced operations in 1993.
Prophet provided management services and Golden Care provided licensing
services to dental practices. These companies utilized the management approach
developed by Dr. Matzkin, the Company's President and Chief Executive Officer,
through the management of over 25 dental practices between 1982 and 1993.
Dental Care Alliance, Inc. was incorporated in 1996. See Note 1 to the
Consolidated Financial Statements of the Company.

The address of the Company's principal executive offices is 1343 Main
Street, Sarasota, Florida 34236 and its telephone number is (941) 955-3150.

RELATIONSHIP BETWEEN THE COMPANY AND THE PAS

The Company provides management and licensing services to 20 Managed
Dental Centers, 15 of which are located in Florida and five of which are
located in Michigan. In addition, the Company provides only licensing services
to three Licensed Dental Centers in Florida. The dental practice at each of the
Managed Dental Centers is owned by a separate PA. The Company has subcontracted
the day-to-day management of four Managed Dental Centers located in Michigan to
an affiliate of the PA that owns the practices conducted at such Managed Dental
Centers. The PAs receive their revenue from payments by or for patients, while
the Company receives fees from the PAs for providing management services and
support to the Managed Dental Centers and providing licensing services to all
Dental Centers. The Affiliated Dentists and dental hygienists are employed by
or contract with, and are compensated by, the PAs. The Company, or its
subcontractor for the four Detroit-area Managed Dental Centers, employ and
compensate all administrative and support staff, including receptionists,
office managers and dental assistants located in each Managed Dental Center.

The Company provides management and administrative services to the Managed
Dental Centers, allowing the Affiliated Dentists to focus exclusively on the
provision of dental care. The Affiliated Dentists provide general dentistry
services, such as examinations, cleanings, fillings, fitting of fixed and
removable dental prostheses, restorative and cosmetic dentistry, endodontics,
oral surgery and implantology, orthodontics and periodontics. The PAs maintain
full control over the dental practices of the Affiliated Dentists and set
prices for all dental services. Each PA makes all final decisions regarding
advertising and marketing programs related to its practice while the Company
assists in the development and implementation of advertising and marketing
programs. The Company purchases all non-dental inventory and supplies and, as
directed by the PAs, all dental inventory and supplies for each Managed Dental
Center.

The Company assists in marketing its network to health insurance
companies, HMOs and other third-party payors who have an established presence
in regional markets served, or expected to be served, by the PAs and supervises
the PAs' relationships with such third-party payors.

The Company has expanded and expects to continue to expand through the
addition of Dental Centers to its network. Prior to April 1997, the Company had
entered into Management Agreements with respect to PAs that had purchased both
the non-dental assets and the dental assets of such practices. In three cases
since that time, the Company has acquired the non-dental assets of dental
practices it has agreed to manage, while the PA has acquired the dental assets.

18
<PAGE>

USE OF PROCEEDS

The net proceeds to the Company from the sale of the 2,000,000 shares of
Common Stock offered by the Company (at an assumed initial public offering price
of $12.00 per share), after deducting underwriting discounts and commissions and
estimated offering expenses, are estimated to be $21.2 million. Such net
proceeds will be used primarily (i) to lend money to PAs to be formed in the
future by existing or future PA owners for the purpose of acquiring the dental
assets of certain additional dental practices, (ii) to acquire the non-dental
assets of additional dental practices, (iii) to provide working capital and (iv)
for general corporate purposes. The Company may use a portion of the net
proceeds of this Offering to purchase businesses complementary to the business
of the Company. The Company is currently considering the acquisition of the
capital stock of Profit. It is anticipated that such acquisition will not happen
prior to 1998 and will be consummated only upon approval of the outside members
of the Board of Directors. The owners of certain PAs with which the Company has
Management Agreements have executed non-binding letters of intent to acquire ten
dental practices, which practices reported aggregate revenue for their last full
fiscal year of approximately $10.0 million. It is estimated that the aggregate
purchase price for the dental and the non-dental assets of these practices will
be approximately $6.0 million. The structure and timing of such potential
transactions have not been finally determined. Such potential transactions are
subject, among other things, to the negotiation of definitive agreements. If
such transactions are consummated, the acquiring PAs are expected to enter into
Management Agreements with the Company. No assurance can be given that any such
acquisitions will be consummated by the PA owner, that the Company will enter
into Management Agreements with respect to such practices or that any such
practices will be successfully integrated into the Company's network. See "Risk
Factors-Risks Associated with Expansion Strategy." Pending such applications,
the net proceeds will be invested in investment grade, short-term,
interest-bearing securities. The Company will not receive any of the proceeds
from the sale of any Common Stock by the Selling Stockholders pursuant to the
over-allotment option, if exercised. If any Selling Stockholder fails to sell to
the Underwriters any such additional shares, the Company has agreed that it will
issue and sell to the Underwriters an equal number of shares of Common Stock. In
such event the total proceeds to the Company will increase by $11.16 (assuming
an initial public offering price of $12.00 per share) multiplied by the number
of such additional shares issued by the Company. See "Principal and Selling
Stockholders."

DIVIDEND POLICY

The Company presently intends to retain all earnings for the operation and
development of its business and does not anticipate paying any cash dividends
on the Common Stock in the foreseeable future. Any future determination as to
the payment of cash dividends will depend on a number of factors, including
future earnings, capital requirements, the financial condition and prospects of
the Company and any restrictions under credit agreements existing from time to
time, as well as such other factors as the Company's Board of Directors may
deem relevant.

19
<PAGE>

DILUTION

Purchasers of Common Stock offered hereby will experience an immediate and
substantial dilution in the pro forma net tangible book value of the Common
Stock from the initial public offering price. At June 30, 1997, the pro forma
net tangible book value of the Company was $1,512,280, or $.31 per share pro
forma. Net tangible book value per share is determined by dividing the
Company's net tangible book value (tangible assets less total liabilities), by
the number of shares of pro forma Common Stock outstanding. Pro forma
information gives effect to the conversion of the mandatorily convertible
Series A Preferred Stock to 654,359 shares of Common Stock upon completion of
this Offering and reflects the termination of put rights relating to 530,010
shares of Common Stock. After giving effect to the sale of 2,000,000 shares of
Common Stock offered hereby (at an assumed initial public offering price of
$12.00 per share), after deducting underwriting discounts and commissions and
estimated offering expenses, the pro forma net tangible book value of the
Company at June 30, 1997 would have been $22,732,280 or $3.30 per share. This
represents an immediate increase in pro forma net tangible book value of $2.99
per share to existing stockholders and an immediate dilution in pro forma net
tangible book value of $8.70 per share to new investors purchasing shares of
Common Stock in the Offering. The following table illustrates this per share
dilution:

<TABLE>
<S> <C> <C>
Assumed initial public offering price .............................. $ 12.00
Pro forma net tangible book value at June 30, 1997 .................. $ .31
Increase attributable to new investors .............................. 2.99
--------
Pro forma net tangible book value after the Offering ............... 3.30
--------
Dilution in pro forma net tangible book value to new investors ...... $ 8.70
========
</TABLE>

The following table sets forth, on a pro forma basis at June 30, 1997, the
differences between the existing stockholders and the new investors purchasing
shares in the Offering with respect to the number of shares of Common Stock
purchased from the Company, the total consideration paid to the Company and the
average price per share at an assumed initial public offering price of $12.00
per share, without giving effect to underwriting discounts and commissions and
offering expenses:

<TABLE>
<CAPTION>
SHARES PURCHASED(1) TOTAL CONSIDERATION
----------------------- ------------------------- AVERAGE PRICE
NUMBER PERCENT AMOUNT PERCENT PER SHARE
----------- --------- ------------- --------- --------------
<S> <C> <C> <C> <C> <C>
Existing stockholders(2) ...... 4,897,700 71.0% $ 2,279,290 8.7% $ .47
New investors .................. 2,000,000 29.0 24,000,000 91.3 $12.00
--------- ------ ------------ ------
Total ........................ 6,897,700 100.0% 26,279,290 100.0%
========= ====== ============ ======
</TABLE>
- ----------------
(1) Assuming the Underwriters' over-allotment option is exercised in full,
existing stockholders will hold 4,597,700 shares, or 66.7% of the total
number of shares outstanding after the Offering, and the number of shares
held by new investors will increase by 300,000 shares to 2,300,000 shares,
or 33.3% of the total shares of Common Stock outstanding after the
Offering. See "Principal and Selling Stockholders."

(2) Does not include (i) an aggregate of 250,000 shares of Common Stock
reserved for issuance under the Omnibus Plan, of which options for
approximately 66,000 shares will be granted upon consummation of this
Offering at a per share exercise price equal to the public offering price
per share, (ii) an aggregate of 425,000 shares of Common Stock reserved
for issuance under the Non-Qualified Plan, of which options for
approximately 135,000 shares will be granted upon consummation of the
Offering at a per share exercise price equal to the public offering price
per share, (iii) 53,001 shares of Common Stock to be reserved for issuance
(assuming an initial public offering price of $12.00 per share) pursuant
to warrants to be issued upon consummation of the Offering at a weighted
average exercise price equal to $1.74 per share, (iv) 49,576 shares of
Common Stock reserved for issuance pursuant to outstanding options to
purchase Common Stock at a weighted average exercise price of $1.53 per
share and (v) options to purchase 17,771 shares (assuming an initial
public offering price of $12.00 per share) at the initial public offering
price. See "Management-Omnibus Executive Incentive Compensation Plan,"
"--Non Qualified Stock Option Plan" and "Description of Capital
Stock--Warrants and Options to Purchase Common Stock."

20
<PAGE>

CAPITALIZATION

The following table sets forth the capitalization of the Company as of
June 30, 1997, (i) on an actual basis, and (ii) on a pro forma as adjusted
basis to give effect to the conversion of the mandatorily convertible Series A
Preferred Stock to 654,359 shares of Common Stock upon completion of this
Offering and to the termination of put rights relating to 530,010 shares of
Common Stock and to reflect the sale by the Company of 2,000,000 shares of
Common Stock offered hereby (at an assumed offering price of $12.00 per share),
and the application of the estimated net proceeds therefrom as described under
"Use of Proceeds." This table should be read in conjunction with "Management's
Discussion and Analysis of Financial Condition and Results of Operations" and
the Consolidated Financial Statements included elsewhere herein.

<TABLE>
<CAPTION>
JUNE 30, 1997
---------------------------
PRO FORMA,
ACTUAL AS ADJUSTED
------------ ------------
<S> <C> <C>
Current maturities of long-term debt ................................. $ 161,807 $ 161,807
========== ===========
Long-term debt, net of current maturities ........................... 28,746 28,746
Mandatorily redeemable preferred stock, $.01 per share, 15,000
shares, authorized, issued and outstanding, actual; none authorized,
issued or outstanding, pro forma as adjusted ........................ 1,473,062 --
Put rights associated with common stock .............................. 191,237 --
Preferred stock, $.01 par value, no shares authorized, issued or
outstanding, actual; 5,000,000 shares authorized, no shares issued or
outstanding, pro forma as adjusted .................................
Common stock, $.01 par value, 50,000,000 authorized, 4,243,342 shares
issued and outstanding, actual; 6,897,700 shares issued and
outstanding, pro forma as adjusted ................................. 42,433 68,977
Additional paid-in capital .......................................... 845,006 23,702,761
Stock subscription receivable ....................................... (272,768) (272,768)
Retained earnings ................................................... 26,845 26,845
---------- -----------
Total capitalization ................................................ $2,334,561 $23,554,561
========== ===========
</TABLE>

- ----------------
(1) Does not include (i) an aggregate of 250,000 shares of Common Stock
reserved for issuance under the Omnibus Plan, of which options for
approximately 66,000 shares will be granted upon consummation of this
Offering at a per share exercise price equal to the public offering price
per share, (ii) an aggregate of 425,000 shares of Common Stock reserved
for issuance under the Non-Qualified Plan of which options for
approximately 135,000 shares will be granted upon consummation of the
Offering at a per share exercise price equal to the public offering price
per share, (iii) 53,001 shares of Common Stock to be reserved for issuance
(assuming an initial public offering price of $12.00 per share) pursuant
to warrants to be issued upon consummation of the Offering at a weighted
average exercise price equal to $1.74 per share, (iv) 49,576 shares of
Common Stock reserved for issuance pursuant to outstanding options to
purchase Common Stock at a weighted average exercise price of $1.53 per
share and (v) options to purchase 17,771 shares (assuming an initial
public offering price of $12.00 per share) at the initial public offering
price. See "Management--Omnibus Executive Incentive Compensation Plan"
"--Non Qualified Stock Option Plan" and "Description of Capital
Stock--Warrants and Options to Purchase Common Stock."

21
<PAGE>

SELECTED CONSOLIDATED FINANCIAL DATA

The Company commenced operations in November 1993. The following selected
consolidated financial data for the year ended December 31, 1993 and at
December 31, 1993 are derived from the unaudited Consolidated Financial
Statements of the predecessors of Dental Care Alliance, Inc. The following
selected consolidated financial data for the years ended December 31, 1994,
1995 and 1996 and at December 31, 1994, 1995 and 1996 are derived from the
Consolidated Financial Statements of Dental Care Alliance, Inc. and its
predecessors which have been audited by Price Waterhouse LLP, independent
certified public accountants. The financial data presented below for the six
month periods ended June 30, 1996 and 1997 and at June 30, 1997 are unaudited
and were prepared by management of the Company on the same basis as the audited
Consolidated Financial Statements included elsewhere herein, and, in the
opinion of management of the Company, include all adjustments, consisting only
of normal recurring adjustments, necessary to present fairly the information
set forth therein. The results for the six months ended June 30, 1997 are not
necessarily indicative of the results to be expected for the year ending
December 31, 1997 or future periods. The following information should be read
in conjunction with "Management's Discussion and Analysis of Financial
Condition and Results of Operations" and the Consolidated Financial Statements
and other financial information included elsewhere in this Prospectus.

<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
---------------------------------------------------
1993 1994 1995 1996
------------- ---------- ------------- ------------
(UNAUDITED)
<S> <C> <C> <C> <C>
INCOME STATEMENT DATA:
Management fees .................................... $83,700 $673,304 $ 513,705 $1,289,828
Consulting and licensing fees ........................ -- 42,763 262,769 347,600
-------- --------- --------- ----------
Total revenues .................................... 83,700 716,067 776,474 1,637,428
-------- --------- --------- ----------
Managed dental center expenses(1):
Staff salaries and benefits ........................ -- -- -- 223,657
Dental supplies .................................... -- -- -- 79,448
Laboratory fees .................................... -- -- -- 98,222
Marketing .......................................... -- -- -- 38,128
Occupancy .......................................... -- -- -- 106,501
Other ............................................. -- -- -- 57,182
-------- --------- --------- ----------
Total managed dental center expenses ............... -- -- -- 603,138
-------- --------- --------- ----------
83,700 716,067 776,474 1,034,290
Salaries and benefits .............................. 8,339 408,716 400,669 521,683
General and administrative ........................... 16,064 204,901 234,577 260,558
Advisory services(2) ................................. -- -- 127,768 --
Depreciation and amortization ........................ -- 15,150 22,106 27,654
-------- --------- --------- ----------
Operating income (loss) ........................... 52,297 87,300 (8,646) 224,395
Interest income (expense), net ..................... 22,584 6,494 20,781
--------- --------- ----------
Income (loss) before income taxes
and minority interest .............................. 52,297 109,884 (2,152) 245,176
Provision for income taxes ........................... -- 19,919 -- 35,500
Minority interest .................................... -- 2,440 8,654 7,674
-------- --------- --------- ----------
Net income (loss) ................................. $52,297 $ 87,525 $ (10,806) $ 202,002
======== ========= ========= ==========
Adjustment to redemption value of common
and preferred securities ........................... -- 39,951 85,709 (191,237)
Cumulative preferred stock dividend .................. -- -- -- (6,485)
-------- --------- --------- ----------
Net income (loss) applicable to common stock ......... $52,297 $127,476 $ 74,903 $ 4,280
======== ========= ========= ==========
Unaudited pro forma data:
Income (loss) before income taxes and
minority interest ................................. $52,297 $109,884 $ (2,152) $ 245,176
Pro forma provision for income taxes(3) ............... 20,000 42,000 -- 94,000
Minority interest in consolidated subsidiaries ...... -- 1,507 5,343 4,739
-------- --------- --------- ----------
Pro forma net income ................................. $32,297 $ 66,377 $ (7,495) $ 146,437
======== ========= ========= ==========
Pro forma net income per common share ............... $ .03
==========
Weighted average common shares outstanding ......... 4,773,071
==========

<CAPTION>
SIX MONTHS ENDED JUNE 30,
--------------------------
1996 1997
----------- --------------
(UNAUDITED)
<S> <C> <C>
INCOME STATEMENT DATA:
Management fees .................................... $405,072 $2,471,759
Consulting and licensing fees ........................ 138,812 161,885
-------- ----------
Total revenues .................................... 543,884 2,633,644
-------- ----------
Managed dental center expenses(1):
Staff salaries and benefits ........................ -- 601,383
Dental supplies .................................... -- 213,334
Laboratory fees .................................... -- 373,010
Marketing .......................................... -- 176,627
Occupancy .......................................... -- 333,085
Other ............................................. -- 326,494
-------- ----------
Total managed dental center expenses ............... -- 2,023,933
-------- ----------
543,884 609,711
Salaries and benefits .............................. 261,642 373,016
General and administrative ........................... 118,476 135,970
Advisory services(2) ................................. -- --
Depreciation and amortization ........................ 10,254 41,578
-------- ----------
Operating income (loss) ........................... 153,512 59,147
Interest income (expense), net ..................... (5,058) 36,464
-------- ----------
Income (loss) before income taxes
and minority interest .............................. 148,454 95,611
Provision for income taxes ........................... -- 36,000
Minority interest .................................... 3,537 --
-------- ----------
Net income (loss) ................................. $144,917 $ 59,611
======== ==========
Adjustment to redemption value of common
and preferred securities ........................... -- (10,500)
Cumulative preferred stock dividend .................. -- (60,000)
-------- ----------
Net income (loss) applicable to common stock ......... $144,917 $ (10,889)
======== ==========
Unaudited pro forma data:
Income (loss) before income taxes and
minority interest ................................. $148,454 $ 95,611
Pro forma provision for income taxes(3) ............... 57,000 36,000
Minority interest in consolidated subsidiaries ...... 2,184 --
-------- ----------
Pro forma net income ................................. $ 89,270 $ 59,611
======== ==========
Pro forma net income per common share ............... $ .01
==========
Weighted average common shares outstanding ......... 4,773,071
==========
</TABLE>

22
<PAGE>

<TABLE>
<CAPTION>
AT DECEMBER 31,
------------------------------------------------------ AT JUNE 30,
1993 1994 1995 1996 1997
------------- ---------- ---------- ------------ ------------
(UNAUDITED) (UNAUDITED)
<S> <C> <C> <C> <C> <C>
BALANCE SHEET DATA:
Working capital ................................. $144,497 $113,385 $ 98,676 $ 965,853 $ 851,382
Total assets .................................... 187,203 466,820 524,543 3,122,939 3,370,468
Long-term debt, including current maturities ...... 22,100 209,437 163,745 214,002 190,553
Redeemable common and preferred securities ...... -- -- -- 1,593,799 1,664,299
Stockholders' equity .............................. 47,845 118,400 296,837 632,285 641,516
</TABLE>

- ----------------
(1) Effective October 1996, the Company revised the terms of all of its 12 then
existing Management Agreements such that the Company is responsible for
the payment of all non-professional expenses of the Managed Dental
Centers. Ten Management Agreements were also revised to base the Company's
management fee from a percentage of net profits at each PA to a percentage
of net patient revenues from each PA. Accordingly, prior to these
revisions to such 12 Management Agreements, all non-professional expenses
of the Managed Dental Centers and related revenues were reflected in each
PA's financial statements. See "Management's Discussion and Analysis of
Financial Condition and Results of Operations."

(2) Represents non-cash charges for warrants issued in consideration for
certain financial advisory services.

(3) Pro forma adjusted to reflect a 38% income tax rate as if the Company was
taxed as a C Corporation prior to October 25, 1996 when the Company was
reorganized from Limited Liability Corporation status to C Corporation
status. See Notes 2 and 7 of Notes to Consolidated Financial Statements.

23
<PAGE>

MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

INTRODUCTION

Dental Care Alliance, Inc. is a dental practice management company
providing management and licensing services to dental practices in Florida and
Michigan. The Company provides management and licensing services to 20 Managed
Dental Centers, 15 of which are located in Florida and five of which are
located in Michigan. Additionally, the Company provides only licensing services
to three Licensed Dental Centers in Florida. Management services include
financial, accounting, billing, training, efficiency and productivity
enhancement, recruiting, team building, marketing, advertising, purchasing,
collection and other services, as well as the provision of management and
administrative personnel. Licensing services include marketing, advertising and
purchasing.

With respect to management services it provides to dental practices, the
Company enters into Management Agreements with the PAs that own the practices.
The Company commenced operations in November 1993 by providing management and
licensing services to five dental practices located in Sarasota, Palmetto,
Largo, Port Charlotte and Venice, Florida. In 1994, the Company entered into
its first Management Agreement for a newly developed practice, located in
Englewood, Florida and entered into a Management Agreement to manage an
additional existing practice in Fort Myers, Florida. In 1995, the Company
entered into four new Management Agreements, two of which were with respect to
newly developed practices located in Kissimmee and Bradenton, Florida and the
remaining two of which were with respect to existing practices located in
Sarasota and Port Richey, Florida. The Company entered into four additional
Management Agreements in 1996 to manage practices located in Orlando, Tampa,
Ocoee and Clearwater, Florida. In addition, the Company terminated its
Management Agreements with respect to the Palmetto and Venice Managed Dental
Centers in 1995 and with respect to the Port Richey Managed Dental Center in
1996.

In April 1997, the Company purchased the non-dental assets of, and entered
into a Management Agreement with respect to a dental practice in Tampa,
Florida. In July 1997, the Company entered into a Management Agreement with
respect to four dental practices located in the Detroit, Michigan area. In July
1997, the Company entered into a Management Agreement with respect to a dental
practice in Flint, Michigan. In August 1997, the Company purchased the
non-dental assets of, and entered into a Management Agreement with respect to,
a dental practice located in Tallahassee, Florida. In September 1997, the
Company purchased the non-dental assets of, and entered into a Management
Agreement with respect to, a dental practice located in St. Petersburg,
Florida.

The Company believes that certain of the Management Agreements are
material to the Company as a whole. For example, it is anticipated the Managed
Dental Center in Flint, Michigan, will contribute in excess of 10% of the
Company's aggregate revenue in 1997 and may contribute in excess of 10% of the
Company's aggregate revenue in 1998. Further, the PA located in Port Charlotte,
Florida contributed approximately 18% and 14% to the Company's revenues in 1996
and for the six months ended June 30, 1997, respectively. The Flint Management
Agreement has a term of 25 years and provides for a management fee equal to 74%
of the Net Collected Revenues of the associated PA. The Port Charlotte
Management Agreement expires in 2003 and provides for a management fee of 55%
of the net profits of the associated PA. In addition, the Port Charlotte
Management Agreement provides that the PA may, during the period commencing on
October 20, 1998 and ending 90 days thereafter, terminate the agreement by
paying to the Company an amount equal to $185,460 less the amount by which the
aggregate fees paid to the Company pursuant to such Management Agreement during
either or both of the successive one year periods following October 20, 1996
exceeds $100,000, and satisfying other conditions set forth therein. See "Risk
Factors--Dependence on Management Agreements, the PAs and Affiliated Dentists."

Owners of certain PAs with which the Company has Management Agreements
have executed non-binding letters of intent to acquire ten dental practices
employing 50 dentists, many of whom are

24
<PAGE>

part-time, and 23 dental hygienists, which practices reported aggregate revenue
for their respective last full fiscal years of approximately $10.0 million. If
such transactions are consummated, the acquiring PAs are expected to enter into
net patient revenue-based Management Agreements with the Company. There can be
no assurance that the Company will enter into Management Agreements with
respect to such practices or that any such practices will be integrated
successfully into the Company's network.

Prior to October 1996, the management fee paid to the Company pursuant to
the Management Agreements had been equal to a percentage ranging from 50-90% of
the net profits of the individual Managed Dental Centers, as defined in the
Management Agreements, plus reimbursement to the Company of its
non-professional expenses. Effective October 1996, the Company revised all of
its 12 then existing Management Agreements. Ten of these agreements were
revised such that the Company earns management fees based on 74% of total net
patient revenues and is paid based on cash collected minus any patient refunds
("Net Collected Revenue") and the Company assumes responsibility for the
payment of the non-professional expenses of the Managed Dental Centers (the
"Standard Management Agreements"). The remaining two Management Agreements
continue to have management fee structures based upon 50-55% of the net profit
of the two related Managed Dental Centers. The Company will seek to cause
future Management Agreements to be on terms substantially similar to those of
the Standard Management Agreements. The method by which the Company manages the
revenue and profitability of Managed Dental Centers is fundamentally the same,
regardless of whether the Management Agreement with any particular PA provides
for a management fee based upon net profits or net patient revenue. In the "net
profits" type of Management Agreement, both the PA owner and the Company share
proportionally in the favorable impact of any initiatives. In the "net patient
revenues" type of Management Agreement, the cost management benefits resulting
from such intitiatives accrue to the party responsible for such costs and both
parties share proportionally in revenue enhancements. See "Business--Management
Agreements." Period to period comparisons of the Company's results of operations
set forth below should be considered in light of the significant changes in the
Company's recognition of revenues and expenses resulting from the revisions to
the Management Agreements in October 1996.

All patient revenues are billed to patients and providers under the
authority and identification numbers of the individual PAs. Patient revenues
and receivables are recorded on the accounts of the PAs. Funds are disbursed
initially to pay all the professional costs of the PAs. Thereafter, funds are
disbursed to the Company under the terms of the Management Agreements. Any
remaining funds are retained by the PA. If funds are insufficient to pay the
Company under the terms of the relevant Management Agreement, a payable from
the PA to the Company is recorded on the Company's books.

The Company also enters into license agreements with each Dental Center
pursuant to which the Company provides licensing and advertising services to
the Dental Centers. In return for such services, the Company has collected fees
generally ranging from $800 to $1,000 per month from each Managed Dental Center
and from $600 to $1,200 from each Licensed Dental Center.

Historically, in connection with the execution of a Management Agreement,
a PA has typically acquired both the dental and the non-dental assets of a
Managed Dental Center. The Company has either made loans to the acquiring PA or
has assisted the PA in obtaining third-party financing to purchase such assets.
Recently, the Company has acquired the non-dental assets of three Managed
Dental Centers while the PAs acquired the dental assets of such Managed Dental
Centers. The Company intends to use the proceeds of this Offering in part to
make additional loans to PAs to purchase both the dental and non-dental assets
of additional Managed Dental Centers and in part for the Company to acquire the
non-dental assets of additional Managed Dental Centers.

The Company does not consolidate the balance sheets or the operating
results (including revenues and expenses) of the dental practices under the
Management Agreements since these revenues and expenses are earned and incurred
by the PAs, not the Company. Similarly, the Company does not record any
goodwill in connection with its execution of the Standard Management Agreements
or the acquisition of non-dental assets from a dental practice, since neither
of such transactions constitutes a

25
<PAGE>

business combination. The Company has recorded goodwill and other intangible
assets in cases where the Company has paid a PA in consideration for a
modification to an existing Management Agreement.

Prior to October 1996, the majority of the Company's operations were
performed through limited liability companies. Except for the period from
January through September, 1994 with respect to one of the Company's
predecessors in interest, the Company's statements of operations prior to
October 1996 do not include a provision for income taxes. Included in the
Company's 1996 tax provision are amounts related to the income tax expense
associated with establishing a deferred tax liability for book/tax differences
arising from its reorganization from Limited Liability Corporation to C
Corporation status.

RESULTS OF OPERATIONS

SIX MONTHS ENDED JUNE 30, 1997 COMPARED TO SIX MONTHS ENDED JUNE 30, 1996

MANAGEMENT FEES. Management fees consist of a percentage of the net
realizable patient-related revenue at the majority of the PAs and a percentage
of the net realizable profits earned by the remaining PAs. Management fees
increased 510.2% from $405,072 for the six months ended June 30, 1996 to $2.5
million for the six months ended June 30, 1997, primarily due to the change in
the Management Agreements in October 1996. Prior to 1996 the Company was not
responsible for any managed dental center expenses. See Note 3 to the
Consolidated Financial Statements.

CONSULTING AND LICENSING FEES. Consulting and licensing fees consist of
fees earned by the Company for licensing services to all of the Dental Centers
and consulting services to four Managed Dental Centers in Michigan. As a result
of the Company's execution of a new Management Agreement in July 1997,
effective July 1, 1997, with respect to these four Managed Dental Centers,
income from consulting fees will be included in management fees. Consulting and
licensing fees increased 16.6% from $138,812 for the six months ended June 30,
1996 to $161,885 for the six months ended June 30, 1997. This increase was
caused primarily by the addition of four Managed Dental Centers in June 1996.

MANAGED DENTAL CENTER EXPENSES. Managed dental center expenses consist of
the non-professional expenses at the Managed Dental Centers. Managed dental
center expenses increased from $0 for the six months ended June 30, 1996 to
$2.0 million for the six months ended June 30, 1997, primarily due to the
change in the Management Agreements in October 1996. Prior to 1996, the Company
was not responsible for any managed dental center expenses.

SALARIES AND BENEFITS. Salaries and benefits consist of costs for salaries
and benefits for employees at the Company's corporate offices. Salaries and
benefits increased 42.6% from $261,642 for the six months ended June 30, 1996
to $373,016 for the six months ended June 30, 1997. This increase in salaries
and benefits was caused primarily by the hiring of additional personnel in the
Company's accounting and business development departments.

GENERAL AND ADMINISTRATIVE. General and administrative expense consists of
expenses related to the operation of the Company's corporate offices, such as
rent, legal, accounting and travel expenses. General and administrative expense
increased 14.8% from $118,476 for the six months ended June 30, 1996 to
$135,970 for the six months ended June 30, 1997. This increase was caused
primarily by additional occupancy expenses associated with the Company's
expansion of its corporate headquarters and secondarily by additional
travel-related expense incurred in connection with business development.

DEPRECIATION AND AMORTIZATION. Depreciation consists of the depreciation
expense on capital assets owned by the Company and located at either the
corporate offices or at Managed Dental Centers. Depreciation and amortization
expense increased 305.5% from $10,254 for the six months ended June 30, 1996 to
$41,578 for the six months ended June 30, 1997. This increase was caused
primarily by amortization of Management Agreements capitalized in October 1996
in connection with the revisions to the Management Agreements at that time and
secondarily by depreciation resulting from the purchase of equipment for a
Managed Dental Center.

26
<PAGE>

INTEREST INCOME (EXPENSE), NET. Interest income (expense), net increased
$41,522 from $(5,058) for the six months ended June 30, 1996 to $36,464 for the
six months ended June 30, 1997. This increase was attributable primarily to
earnings on the higher cash balance as well as earnings on a new note
receivable in February 1997.

YEAR ENDED DECEMBER 31, 1996 COMPARED TO YEAR ENDED DECEMBER 31, 1995

MANAGEMENT FEES. Management fees increased 151.1% from $513,705 in 1995
to $1.3 million in 1996. This increase resulted primarily from the October 1996
revision to the Management Agreements and, to a significantly lesser extent,
the execution of four new Management Agreements. See Note 3 to the Consolidated
Financial Statements.

CONSULTING AND LICENSING FEES. Consulting and licensing fees increased
32.3% from $262,769 in 1995 to $347,600 in 1996. This increase was attributable
primarily to an increase in the consulting fees earned from the Michigan
practices, additional license fees earned from four new Managed Dental Centers
and a full year of license fees from four Managed Dental Centers acquired in
1995.

MANAGED DENTAL CENTER EXPENSES. Managed dental center expenses increased
from $0 in 1995 to $603,138 in 1996. This increase was attributable to the
revisions to the Management Agreements in October 1996. Prior to 1996, the
Company was not responsible for any managed dental center expenses.

SALARIES AND BENEFITS. Salaries and benefits increased 30.2% from $400,669
in 1995 to $521,683 in 1996. This increase was attributable primarily to the
hiring of additional staff at four new Managed Dental Centers.

GENERAL AND ADMINISTRATIVE. General and administrative expense increased
11.1% from $234,577 in 1995 to $260,558 in 1996. This increase was attributable
to increased expense associated with the revised Management Agreements and the
cost of incorporating and recapitalizing the Company.

ADVISORY SERVICES. Advisory services expense relates to non-cash charges
for warrants issued in consideration of certain advisory services rendered to
the Company by a third party. Advisory services expense decreased from $127,768
in 1995 to $0 in 1996 as a result of a one time recognition in 1995 of such
expense.

DEPRECIATION AND AMORTIZATION. Depreciation and amortization expense
increased 25.1% from $22,106 in 1995 to $27,654 in 1996. This increase was
attributable to depreciation of additional equipment, amortization of
incorporation costs and amortization of Management Agreements capitalized in
October 1996 in connection with the revision of the Management Agreements.

INTEREST INCOME (EXPENSE), NET. Interest income (expense), net increased
220.0% from $6,494 in 1995 to $20,781 in 1996. This increase was attributable
primarily to earnings on increased cash balances and earnings on notes
receivable from Managed Dental Centers.

YEAR ENDED DECEMBER 31, 1995 COMPARED TO YEAR ENDED DECEMBER 31, 1994

MANAGEMENT FEES. Management fees decreased 23.7% from $673,304 in 1994 to
$513,705 in 1995. This decrease was attributable to the termination of two
Management Agreements in June 1995. The Company added four new Management
Agreements, however, management fees earned from the new Management Agreements
were insufficient to replace the lost management fees from the two terminated
agreements.

CONSULTING AND LICENSING FEES. Consulting and licensing fees increased
514.5% from $42,763 in 1994 to $262,769 in 1995. This increase was attributable
to an increase in the number of License Agreements, and the receipt of a full
year of consulting fees from four Michigan practices.

MANAGED DENTAL CENTER EXPENSES. Managed dental center expenses were $0 for
both 1994 and 1995 as the Company was not responsible for any dental center
expenses in either 1994 or 1995.

27
<PAGE>

ADVISORY SERVICES. Advisory services expense increased from $0 in 1994 to
$127,768 in 1995 as a result of a one-time recognition of an expense in 1995 as
discussed above.

INTEREST INCOME (EXPENSE), NET. Interest income (expense), net decreased
71.2% from $22,584 in 1994 to $6,494 in 1995. This decrease was attributable
primarily to decreased cash balances due to repayment of long-term debt and
dividends.

SEASONALITY

The Company historically has experienced seasonal fluctuations in its
quarterly revenue. Specifically, the first and fourth quarters reflect the
highest patient volume, while the third quarter has traditionally had the
lowest patient volume. The Managed Dental Centers in Florida have traditionally
experienced increased patient visits in November through March due to an
increase in the population base during these months, while patient visits
decrease during the summer. Beginning in July 1997, the Company executed
Management Agreements with Managed Dental Centers in Michigan. The Company
expects that the seasonality in Florida will be offset to some extent by fewer
seasonal fluctuations in Michigan.

QUARTERLY FINANCIAL INFORMATION

The following table sets forth unaudited quarterly operating results for
each of the Company's last four quarters. This information has been prepared on
a basis consistent with the Company's audited financial statements and includes
all adjustments (consisting only of normal recurring adjustments) that
management considers necessary for a fair presentation of the data. These
quarterly results are not necessarily indicative of future results of
operations. This information should be read in conjunction with the
Consolidated Financial Statements and Notes thereto appearing elsewhere herein.

<TABLE>
<CAPTION>
QUARTER ENDED
-------------------------------------------------------------
SEPTEMBER 30, DECEMBER 31, MARCH 31, JUNE 30,
1996 1996(1) 1997 1997
--------------- -------------- ------------ -----------
<S> <C> <C> <C> <C>
Total revenues ........................ $ 208,794 $837,214 $1,204,681 $1,428,963
Managed dental center expenses ...... -- 603,138 921,142 1,102,791
Operating income ..................... (122,768) 71,649 28,707 30,440
Net income ........................... (125,383) 66,766 26,622 32,989
</TABLE>
- ----------------
(1) Effective October 1996, the Company revised the terms of all of its 12 then
existing Management Agreements such that the Company is responsible for
the payment of all non-professional expenses of the Managed Dental
Centers. Ten Management Agreements were also revised to base the Company's
management fee from a percentage of net profits at each PA to a percentage
of net patient revenues from each PA. Accordingly, prior to these
revisions to such 12 Management Agreements, all non-professional expenses
of the Managed Dental Centers and related revenues were reflected in each
PA's financial statements. See "Management's Discussion and Analysis of
Financial Condition and Results of Operations."

LIQUIDITY AND CAPITAL RESOURCES

Since its inception, the Company has financed its operations primarily
through internal cash flow, the sale of equity securities and commercial bank
borrowings. Net cash (used in) provided by operations for the years ended
December 31, 1994, 1995, 1996 and the six months ended June 30, 1997 was
($82,200), $75,873, $270,121 and $83,461, respectively. Net cash (used in)
provided by operations for 1994, 1995, 1996 and the six months ended June 30,
1997 consisted primarily of net income offset by increases in consulting and
licensing fees receivable, receivables from PAs and accounts payable and
accrued expenses.

Cash used in investing activities for the years ended December 31, 1994,
1995, 1996 and the six months ended June 30, 1997 was $294,064, $5,649,
$487,858 and $186,401, respectively. Investing activities included capital
expenditures for 1994, 1995, 1996 and the six months ended June 30, 1997 of
$177,778, $4,703, $4,444 and $211,040. For the year ended December 31, 1994,
the Company made

28
<PAGE>

advances under notes to the PAs in the net amount of $116,286. Subsequent to
1994, the Company has received payments under these notes or made advances
under new notes for the years ended December 31, 1995, 1996 and the six months
ended June 30, 1997 in the net amounts of $19,054, $3,075 and $24,639.

Cash provided by (used in) financing activities for the years ending
December 31, 1994, 1995, 1996 and the six months ending June 30, 1997 was
$273,763, $(69,926), $1,428,803 and $(274,102). The financing activities
increased primarily as a result of the issuance of long-term debt of $211,584
in 1994 and the issuance of preferred stock of $1.5 million (net of issuance
costs of $105,000) in 1996, which were offset each year through the repayment
of long-term indebtedness.

In August 1997, the Company entered into a revolving line of credit (the
"Credit Agreement") which provides for an aggregate of $1.2 million. Under the
terms of the Credit Agreement, the Company may use up to $600,000 of the credit
line for the purchase of non-dental assets of dental centers provided that each
borrowing is repaid within 45 days of its drawdown. The remaining $600,000 may
be used for general working capital needs. The revolving line of credit bears
interest at 0.75% per annum above the lender's prime rate and is payable on
demand. Interest only is payable monthly. Amounts borrowed pursuant to the
Credit Agreement are secured by a first security interest in most of the
Company's assets, including receivables and equipment. Additionally, any
outstanding balances under the working capital line are guaranteed by Dr.
Steven R. Matzkin, the Company's Chairman of the Board, President and Chief
Executive Officer. The Company intends to use its credit line, together with
its available cash, to fund any working capital needs and to purchase
non-dental assets of dental centers.

The Company previously has made loans to various PAs in connection with
the PAs' acquisition of assets of dental practices and has made working capital
advances to various PAs for their operations. The loans, which are evidenced by
interest-bearing notes that are payable upon demand, are being repaid in
accordance with their terms. Both the loans and advances are personally
guaranteed by the PA owners.

The Company intends to enter into additional Management Agreements with
respect to, as well as purchase the non-dental assets of, additional practices.
In addition, the Company intends to lend money to PAs to fund the purchase of
the assets of additional dental practices. The Company plans to finance these
activities through a combination of the net proceeds of this Offering, cash
flow from operations, bank financing and issuances of Common Stock. See "Use of
Proceeds."

Based upon the Company's anticipated needs for loans and advances to PAs,
acquisition of non-dental assets of dental practices, capital expenditures, the
purchase of the capital stock of Profit and general corporate purposes,
management believes that the combination of existing cash, cash flow from
operations, available credit lines and the net proceeds received from this
Offering will be sufficient to meet its capital requirements through 1998.

INFLATION

Inflation has not had a significant impact on the Company in the past
three years nor is it expected to have a significant impact in the foreseeable
future.

29
<PAGE>

BUSINESS

GENERAL

Dental Care Alliance, Inc. provides management and licensing services to
dental practices in Florida and Michigan. The Company currently provides
services to 23 Dental Centers, 20 of which are Managed Dental Centers, and
three of which are Licensed Dental Centers. Management services include
financial, accounting, billing, training, efficiency and productivity
enhancement, recruiting, team building, marketing, advertising, purchasing,
collection and other services, as well as the provision of management and
administrative personnel. Licensing services include marketing, advertising and
purchasing. The Company currently is expanding in Florida and Michigan and
intends to selectively expand into new markets. See "The Company" and Note 1 to
the Consolidated Financial Statements for information relating to the history
of the Company.

THE DENTAL SERVICES INDUSTRY

The dental services industry in the United States is highly fragmented.
According to the ADA, in 1994 dental services in the United States were
provided by approximately 153,000 dentists, 87.7% of whom practiced alone or
with one other dentist. These solo practitioners and small group practices have
traditionally managed all aspects of their dental practices, including the
administrative, purchasing, accounting, marketing, recruiting and business
development functions.

Several factors are contributing to the increased formation of larger
group practices. Dental practices are becoming increasingly complex to manage
due, in part, to the shift to third-party reimbursement. Other contributing
factors include the economies of scale achievable in such areas as
administration, purchasing and advertising, the need for cost-effective
management of patient care, the desire to capture revenues from higher-margin
specialty procedures which would otherwise be referred to independent
specialists, and the growing importance of capital resources to acquire and
maintain state-of-the-art dental equipment, clinical facilities and management
information systems.

A major factor driving consolidation of dental providers is the increasing
prevalence of third-party payor programs. The number of individuals covered by
private dental insurance, including various managed care and indemnity plans,
has increased and is expected to increase further as health insurers attempt to
gain a competitive advantage by offering dental insurance packages to present
and prospective members, enabling employers to add dental care to benefits
packages at moderate incremental cost.

Despite the growth in private dental insurance, according to the National
Association of Dental Plans in 1995 approximately 54% of the United States
population was not covered by any type of private or government funded dental
insurance. This uninsured population includes lower income individuals who
cannot afford a basic level of dental services and individuals who typically
obtain dental services as needed on a fee-for-service basis. To address the
dental care needs of the lower income segment of the uninsured population,
Medicaid HMOs have begun offering preventive dental services as a standard
feature to plan members.

The Company anticipates that as the number of managed care plans and
government funded programs providing dental insurance grows, pressures to
contain costs will increase, as has been the case in many other sectors of the
health care industry. Such cost containment pressures will likely place solo
practitioners and small dental group practices at a significant disadvantage.
Furthermore, in order to properly negotiate and administer dental managed care
contracts, dental care providers must have management expertise and
sophisticated information systems which often exceed the capabilities of sole
practitioners and small dental practice groups.

30
<PAGE>

BUSINESS STRATEGY

The Company believes it is well-positioned to respond successfully to
recent trends driving dental provider consolidation. The Company's objective is
to become a leading dental practice management company in each of its target
markets. To achieve this objective the Company seeks to grow rapidly through a
combination of internal growth and external expansion. The key elements of its
internal growth strategy are to: (i) increase revenues and operating income at
Managed Dental Centers primarily through the implementation of customized
marketing and productivity improvement programs and the integration of
specialty service providers into its network, (ii) facilitate long-term patient
relationships by stressing professionalism and the provision of high quality
care, and (iii) recommend adjustments to the third-party payor mix at each
Managed Dental Center to maximize productivity and respond to local market
conditions. The key elements of its external expansion strategy are to: (i)
identify potential Managed Dental Centers which have the necessary
characteristics to excel in their specific local market, (ii) increase market
share in current markets by entering into Management Agreements with additional
high quality dental practices, and (iii) expand into new markets by entering
into Management Agreements with well-established practices that can serve as
platforms for further expansion into new markets.

INTERNAL GROWTH STRATEGY

/bullet/ INCREASE REVENUES AND OPERATING INCOME AT MANAGED DENTAL
CENTERS. The Company focuses on increasing revenues and operating income at
its Managed Dental Centers primarily through the implementation of
marketing programs and improvements in productivity and expansion into
specialty dental services. Dr. Steven R. Matzkin, the Company's Chairman of
the Board, President and Chief Executive Officer, has invested over 13
years developing a flexible and analytically driven management approach
which has been applied to a wide variety of dental practices, including
urban, suburban, start-up, mature, fee-for-service and managed care
practices. The Company uses this management approach to design and
implement an integrated marketing, staffing and scheduling program to
address the specific needs of each of its Managed Dental Centers. These
programs are designed to: (i) focus the Affiliated Dentists and dental
hygienists on the provision of high quality dental care; (ii) maximize
revenue per Managed Dental Center through the implementation of marketing,
case presentation, public relations and patient-calling programs; (iii)
increase market share by recruiting local dental specialists (such as
orthodontists, periodontists and oral surgeons) to be employed at the
Managed Dental Centers, thereby increasing total revenue per Managed Dental
Center and precluding the need to refer certain types of dental procedures
to third parties outside of the Company's network and (iv) increase the
capacity for patient flow through incremental efficiencies, training and,
if necessary, facility expansion. The Company closely monitors and analyzes
the financial and operational performance of each Managed Dental Center and
regularly makes refinements to each action plan. The Company believes that
its broad practice management experience and flexible management approach
favorably position the Company to capitalize on emerging trends in the
dental services industry and adapt to future industry changes.

/bullet/ FACILITATE LONG-TERM PATIENT RELATIONSHIPS. The Company believes
that its Managed Dental Centers can increase patient satisfaction and
retention by providing patients with high quality dental care at reasonable
fees. Accordingly, the Company stresses professionalism and quality care
from the entire staff at the Managed Dental Centers. The Company encourages
frequent training of its staff and Affiliated Dentists and other dental
professionals. The Company systematically tracks patient visits and
provides the Managed Dental Centers with detailed patient information to
assist them in their efforts to deliver consistently high quality care.

/bullet/ RECOMMEND ADJUSTMENTS TO THE THIRD-PARTY PAYOR MIX. The Company
recommends adjustments to a Managed Dental Center's patient mix among
individuals, public and private payors. The Company generally targets
fee-for-service revenues, which include fees paid by indemnity insurers and
direct patient billings, and supplements that with managed care contract

31
<PAGE>

revenue. The Company closely monitors its Managed Dental Centers' payor
mixes in an effort to maximize the productivity of the Affiliated Dentists
and other dental professionals and the utilization of the facilities.

EXTERNAL EXPANSION STRATEGY

/bullet/ IDENTIFY POTENTIAL MANAGED DENTAL CENTERS. The Company targets
dental practices that have the characteristics necessary to excel in their
specific local markets. The Company initially reviews basic information on
each candidate practice, including location, revenue, payor mix, and number
of operatories and active patients. If the initial review indicates that
the practice merits additional consideration, the Company performs an
in-depth financial and operational analysis of the practice. As part of
this review, the Company uses analytical models that it has developed for
each practice type to evaluate the performance potential of the practice.
The Company examines the results of its analysis and considers other
qualitative factors to determine whether an affiliation would be mutually
beneficial.

/bullet/ INCREASE MARKET SHARE IN CURRENT MARKETS. The Company generally
seeks to expand in its current markets by adding high quality practices and
retaining the dentists who are currently employed in such practices. The
establishment of a concentrated network of affiliated dental care providers
in each of its markets enables the Company to leverage its marketing
efforts and infrastructure. The Company seeks to utilize its brand name
recognition and reputation to attract dental professionals to its network.
The Company also seeks to increase its market share by recruiting local
specialists (such as orthodontists, periodontists and oral surgeons) to
work with the Managed Dental Centers, thereby increasing total revenue per
Managed Dental Center and precluding the need to refer certain types of
dental procedures to third parties outside of the Company's network.

/bullet/ EXPAND INTO NEW MARKETS. The Company intends to utilize its
extensive experience in entering into Management Agreements with Managed
Dental Centers to selectively expand into new markets. The Company expects
to focus initially on contiguous areas in the Southeast and Midwest
regions. The Company has developed specific criteria consistent with its
approach to practice management for evaluating new markets. The Company
seeks to enter into Management Agreements with well-established practices
employing highly respected dental practitioners to achieve significant
market presence within a relatively short time frame, quickly understand
the new market and achieve the critical mass necessary to expand profitably
into the new market.

SERVICES AND OPERATIONS

The Company provides management and administrative services to the Managed
Dental Centers but does not provide dental care services. The Company provides,
supervises or facilitates financial, accounting, billing, training, efficiency
and productivity enhancement, recruiting, team building, marketing,
advertising, purchasing, collection and other services for the PAs and employs
the Managed Dental Centers' management and administrative personnel. The PAs
employ and maintain full control over the Affiliated Dentists, hygienists and
other dental professionals and set standards of care in order to promote the
provision of high quality dental care. The individual PAs are responsible for
compliance with state and local regulations of the practice of dentistry and
with licensing and certification requirements, and each PA is responsible for
acquiring and maintaining professional liability insurance. The Company's
services can be grouped into three broad categories: personnel services,
operational services and financial services.

PERSONNEL SERVICES

TRAINING AND EDUCATION. The individual PAs employ, supervise and train all
dentists, dental hygienists and other dental professionals at each Managed
Dental Center. The Company, while not engaged in the practice of dentistry,
assists the individual PAs in training and educating professional

32
<PAGE>

personnel by providing analyses that allow the PAs to determine training needs.
All personnel, other than dentists, dental hygienists and other dental
professionals, are supervised and trained by the Company or its subcontractor.
The Company also helps to coordinate group meetings and seminars at which the
PAs provide continuing education to their professionals. In addition, the
Company encourages and facilitates team building of the staffs through
regularly scheduled staff meetings and social events. Each individual PA
maintains full control over the practice of dentistry by the dental
professionals it employs and sets standards of practice in order to promote
quality dental care.

RECRUITING. The Company continually assists the PAs in recruiting dentists
to add to its network as Affiliated Dentists. Such recruiting takes place at
dental schools through the Company's contacts at such schools, at regional
dental conventions and through advertising in regional and national dental
publications. Recruitment of general dentists, specialists and other
professionals is the primary responsibility of the Company's Director of
Development.

HUMAN RESOURCE MANAGEMENT. The Company is responsible for the hiring,
retention, salary and bonus determination, job performance-related training and
other similar matters affecting Company employees, which include non-dental
professionals providing services to the PAs. Services provided by the Company
include (i) payroll administration, including recordkeeping, payroll
processing, making payroll tax deposits, reporting payroll, taxes and related
matters; (ii) risk management, including on-site safety inspections and
monitoring, training, and workers' compensation claim management and
administration; (iii) administering benefit plans; and (iv) the provision of
human resource materials, consulting and expertise on other human resource
issues. In Florida, a professional employer organization (the "Co-Employer")
assists the Company in providing these services. The Co-Employer arrangements
allow the Company to improve productivity and profitability by relieving it of
certain burdens associated with employee administration, helping it to manage
better certain employment-related risks, improving cash management with respect
to payroll-related expenses and enabling it to provide certain benefits on a
cost-effective basis. The Company intends to assume the responsibilities of the
Co-Employer when it becomes operationally efficient for it to do so. See
"Business--Employees."

OPERATIONAL SERVICES

MANAGEMENT INFORMATION SYSTEMS. The Company utilizes its information
systems to track data related to each Managed Dental Center's operations and
financial performance. Billing and collection information is compiled on a
daily basis, enabling the Company to monitor financial performance and
operational efficiency. The Company generates reports for each Managed Dental
Center containing information as to every visit, charge and procedure. These
reports are reviewed first by the Company's Chief Financial Officer and then by
the Operations Department which analyzes performance and efficiencies,
particularly the ratio of dollars per patient. These reports are also given to
the Dental Director who reviews them for inefficiencies and evaluates how
performance may be improved. The Company provides an analysis of these results
to the PAs and recommends specific measures to improve the financial
performance of the Managed Dental Centers. The analysis enables a Managed
Dental Center to improve its financial performance by making periodic
adjustments in marketing and operations. See "Risk Factors--Risks Associated
with Implementation of New Management Information Systems" for a discussion of
certain risks associated with the Company's implementation of new management
information systems.

QUALITY ASSURANCE. Prior to the execution of a Management Agreement with a
new PA, the Company evaluates the dental practice to determine in which areas,
if any, the proficiency level of the dental professionals employed by the PA
can be enhanced. The Company also works closely with the Dental Directors to
assure that quality dental services are being provided. While supervision of
dental services is the responsibility of the Dental Directors, the Company
provides Dental Directors with reports that help them evaluate performance. For
example, certain dental laboratories monitor the case quality of the Affiliated
Dentists in performing particular tasks. Such monitoring allows the Company and
the PAs to notify the appropriate Dental Director if any procedure is being
done inefficiently at a particular Managed Dental Center or by a particular
Affiliated Dentist or other dental professional. The

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Dental Director then works directly with the dental professionals at the
Managed Dental Center to identify the reason for the inefficiency and to
implement solutions, such as additional training, to improve performance in
that area. The Company also performs patient surveys to monitor patient
satisfaction, and the Dental Directors periodically audit patient charts and
provide advice to the general dentists and dental specialists employed by the
PAs. See "Business--Services and Operations--Management Information Systems"
and "--Dental Directors."

SCHEDULING. The Company implements patient scheduling systems at each of
the Managed Dental Centers. These systems enable the Company to devise daily
patient schedules that maximize the efficiency of the dental professionals.
Patient visits are scheduled in small time increments based upon the Company's
knowledge of the time required for each type of dental procedure. In addition,
the office hours of each Managed Dental Center are tailored to meet the needs
of its patient population. The Company believes that its scheduling systems
result in more efficient patient flow, thereby increasing productivity and
patient volume.

ADVERTISING AND MARKETING. The Company assists in developing and
implementing customized marketing plans tailored to the specific
characteristics of each Dental Center's market. Such marketing may include the
use of local radio, TV and print advertising, and other marketing promotions.
In some instances the Company seeks to promote brand name recognition of its
Managed Dental Centers through use of regional brand names. For example, in
Florida, several of the Company's Managed Dental Centers use the name "Advanced
Dental Care." In some cases, Dental Centers are marketed under the names used
by the practices prior to their affiliation with the Company to take advantage
of the practices' existing market position. Most states, including Florida and
Michigan, place certain restrictions on the ability of corporations such as the
Company to provide advertising and marketing services to the professional
associations or corporations organized in such states. See "Risk Factors--
Governmental Regulation--Advertising Restrictions."

PURCHASING AND DISTRIBUTION. The size of the Company's network enables the
Company to purchase dental supplies, laboratory services, equipment, insurance,
management information systems, advertising and office furniture at reduced
costs. Dental equipment supplies are obtained by the Company as directed by the
PAs and administrative supplies are purchased by the Company pursuant to
high-volume supply contracts with favorable price terms. The Company monitors
inventory levels and adjusts distribution to reduce carrying costs on
inventory.

FINANCIAL SERVICES

THIRD-PARTY PAYOR MANAGEMENT. The Company examines various factors to
determine which third-party payors' assignments it will recommend at each
Managed Dental Center. Factors considered by the Company in making this
recommendation include the types of procedures that are generally performed at
the Managed Dental Center, the geographic area served by the particular plan
and the demographic characteristics of the typical plan participants. Some
element of managed care is present at most Managed Dental Centers, although
generally not as the primary source of revenues. The Company assists the
Managed Dental Centers in the negotiation of contracts with third-party payors.
As a result of its size, the Company is often able to negotiate better terms
for its Managed Dental Centers with third party payors than would be available
to solo practitioners or small group dental practices.

ACCOUNTING SERVICES. The Company provides Managed Dental Centers with a
full range of accounting services, including preparation of financial
statements, management of accounts payable, oversight of accounts receivable,
verification of purchase orders, payroll administration and tax services. In
addition, the Company assists each Managed Dental Center in the preparation of
operating and financial budgets.

THIRD-PARTY FINANCING. The Company has contracts with multiple
non-recourse third-party financing companies that enable the Managed Dental
Centers to offer various third-party financing options to their patients. At
the time a patient receives dental treatment and upon credit approval of

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<PAGE>

the patient by the third-party financing company, the PA is paid at varying
discounts to the full price of its services, based upon financing terms. The
financing company is subsequently responsible for all billing and collection
and has no recourse for payment against the Managed Dental Center.

DENTAL CENTER LOCATIONS

The following table lists the locations of the Company's Managed Dental
Centers and the dates on which Management Agreements between the PAs that own
each Managed Dental Center and the Company were first entered into.

<TABLE>
<CAPTION>
DATE OF
LOCATION MANAGEMENT AGREEMENT
- -------- ---------------------
<S> <C>
Sarasota, Florida .................. November 1993
Largo, Florida ..................... November 1993
Port Charlotte, Florida ............ November 1993
Englewood, Florida ............... March 1994
Fort Myers, Florida ............... October 1994
Sarasota, Florida .................. March 1995
Kissimmee, Florida ............... April 1995
Bradenton, Florida ............... July 1995
Orlando, Florida .................. June 1996
Tampa, Florida ..................... June 1996
Ocoee, Florida ..................... June 1996
Clearwater, Florida ............... June 1996
Tampa, Florida (North) ............ April 1997
Flint, Michigan .................. July 1997
Detroit, Michigan (Downtown) ...... July 1997
Detroit, Michigan (East) ......... July 1997
Detroit, Michigan (North) ......... July 1997
Westland, Michigan ............... July 1997
Tallahassee, Florida ............... August 1997
St. Petersburg, Florida ............ September 1997
</TABLE>

The following table lists the locations of the Company's Licensed Dental
Centers and the dates on which License Agreements between the PAs that own each
Licensed Dental Center and the Company were first entered into.

<TABLE>
<CAPTION>
DATE OF
LOCATION LICENSE AGREEMENT
- -------------------------------------- ------------------
<S> <C>
Orlando, Florida ............ September 1994
Deltona, Florida ............ September 1994
Winter Springs, Florida ...... October 1996
</TABLE>

MANAGEMENT AGREEMENTS

The Company has entered into Standard Management Agreements with 14 PAs
pursuant to which the Company or its assigns are the exclusive business
managers, to the extent allowable by law, of the associated Managed Dental
Centers. The Company plans to continue to use the Standard Management Agreement
to the extent possible as it enters into arrangements with additional dental
practices. However, the terms of future agreements may differ according to
market conditions and the statutory and regulatory requirements of the
particular state in which the dental practice is located. The Company has
entered into management agreements with respect to six additional dental
practices on terms different from those of the Standard Management Agreements.
Descriptions of these Management Agreements are set forth below.

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<PAGE>

Under the Standard Management Agreements, the Company provides
comprehensive administrative and business services and support to the PAs. The
Company, among other things, (i) assists in the identification of areas in
which the performance of the Managed Dental Centers and their dental
professionals can be improved to increase revenues and operating income, (ii)
provides, maintains and repairs all offices, equipment and furnishings, (iii)
employs all non-professional personnel necessary for the operation of the
Managed Dental Centers, (iv) provides payroll services, (v) implements standard
business systems and procedures and provides or facilitates systems and
efficiencies training, (vi) orders all general business inventory and supplies
required by the Managed Dental Centers and handles accounts payable, (vii)
establishes and maintains information systems and provides accounting and
bookkeeping services, (viii) monitors compliance with rules and regulations
applicable to the Managed Dental Center business, (ix) provides marketing
assistance and (x) provides assistance in billing and collections, all to the
extent permitted by law.

The Standard Management Agreements provide that the PAs are responsible
for, among other things, (i) employing and supervising all Affiliated Dentists
and dental hygienists, (ii) complying with all laws, rules and regulations
relating to Affiliated Dentists and dental hygienists, (iii) participating in
quality assurance/utilization review programs, (iv) maintaining proper dental
patient records, (v) obtaining and maintaining professional liability insurance
with limits of not less than $300,000 per claim and aggregate policy limits of
not less than $1.0 million and (vi) any other requirements to carry out the
practice of dentistry.

Under the terms of the Standard Management Agreements, the PAs are
required to indemnify, hold harmless and defend the Company from and against
any and all claims from negligent or intentional acts or omissions, including
the performance of dental services, by the PAs and their employees. The Company
is required to indemnify, hold harmless and defend the PAs from and against any
and all claims resulting from negligent or intentional acts or omissions by the
Company.

As compensation for its management services under the Standard Management
Agreements, the PAs pay the Company a management fee equal to 74% of the Net
Collected Revenues of the PA. The Company pays all of the operating and
nonoperating expenses incurred by the PAs except for (i) salaries and benefits
to the Affiliated Dentists and dental hygienists, (ii) licensing fees paid to
the Company, (iii) debt and asset carrying costs related to the acquisition of
the dental practice, and (iv) any other direct cost to the PA not covered under
the Standard Management Agreement.

The Standard Management Agreements have 25 year terms, with automatic
annual one year renewals thereof, and are terminable by either party for cause
or upon the insolvency of the other party. In the event of a material default
by the PA or the PA owner, the Company has the option to cause the sale of all
of the stock or all of the assets of the PA to a licensed dentist designated by
the Company. The PA or the PA owner may terminate the agreement without cause
provided the practice is sold to a dentist acceptable to the Company. The
Standard Management Agreements provide that they shall be amended by the
parties in the event of any regulatory matters affecting the validity of the
Standard Management Agreement in a manner necessary to bring the Standard
Management Agreements into compliance.

During the terms of the Standard Management Agreements, the Company and
the PAs agree not to disclose certain confidential and proprietary information
regarding the other. The PAs are required under the Standard Management
Agreements to use their best efforts to enter into and enforce written
employment agreements with each of their professional employees containing
covenants not to compete with the PA in a specified geographic area for a
specified period of time, generally from one to three years after termination
of the employment agreement. The employment agreements generally provide for
injunctive relief in the event of a breach of the covenant not to compete.
However, the Company's ability to enforce such covenants is uncertain. See
"Risk Factors--Non-Competition Covenants."

One PA in Florida is party to a Management Agreement substantially in the
same form as the Standard Management Agreement, except that (i) the PA pays the
Company a monthly management

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<PAGE>

fee of 55% of its net profits (defined as total collected revenues on a cash
basis less any patient refunds and less practice expenses, including
nonprofessional staff expenses), and (ii) this agreement expires in 2003. In
addition, the agreement provides that the PA may, during the period commencing
on October 20, 1998 and ending 90 days thereafter, terminate the agreement by
paying to the Company an amount equal to $185,460 less the amount by which the
aggregate fees paid to the Company pursuant to such Management Agreement during
either or both of the successive one year periods following October 20, 1996
exceeds $100,000, and satisfying other conditions set forth therein. At June
30, 1997, the aggregate amount of such fees paid was approximately $103,000.

Another PA in Florida is party to a Management Agreement substantially in
the same form as the Standard Management Agreement, except that (i) the PA pays
to the Company a monthly management fee of 50% of its net profits (defined as
total collected revenues on a cash basis less any patient refunds and less
practice expenses, including non-professional staff expenses) and (ii) this
agreement expires in 2003.

In addition, in July 1997, the Company entered into a global Management
Agreement to manage four Managed Dental Centers in Michigan substantially in
the same form as the Standard Management Agreement, except that it expires in
July 2005. The Company subcontracts the day-to-day management functions of the
four Michigan Dental Centers subject to this agreement to an affiliate of the
owner of the applicable PAs. As a result, the Company pays a fee to such
subcontractor equal to 80% of the net profits of these Managed Dental Centers
(as defined in the Administrative Service Subcontract Agreement with such
subcontractor), after certain adjustments.

LICENSE AGREEMENTS

Thirteen of the Managed Dental Centers have entered into short form license
agreements and seven Managed Dental Centers and each of the professional
associations which own the three Licensed Dental Centers have entered into long
form license agreements with the Company (collectively, the "License
Agreements"). The long form license agreements generally have terms of five
years, with automatic five year renewal terms, while the short form license
agreements have terms that are coterminous with the related Management
Agreements. In consideration for the payment of a monthly license fee, which has
generally ranged from $600 to $1,200, the licensee is entitled to identify its
Dental Center as a member of the Company's network, participate in marketing
programs, utilize the Company's discounted purchasing capabilities, and use one
or more of the Company's service marks, logo types and commercial symbols
(collectively, the "Licensed Symbols"). The long form license agreements also
provide for a monthly advertising fee of $1,000 which, if collected would be
used for general marketing, advertising and promotion of the Company's network
and the Licensed Symbols. The Company has not collected any such monthly
advertising fees. The manner in which the licensee intends to use the Licensed
Symbols must be approved in advance by the Company.

The short form license agreements terminate immediately upon the
termination of the related Management Agreement, and termination is governed by
the provisions thereof. The Company may terminate the long form license
agreements upon cancellation of, or failure to renew, the lease for the
premises of the related Dental Center, the bankruptcy of the associated
licensee or upon the occurrence of certain other events set forth in the
License Agreement. The long form licensees may terminate their license
agreements for cause at any time or without cause during the 30-day period
commencing on the first anniversary of the execution of the agreement. Any
other termination by the long form licensee constitutes a breach of the
agreement.

DENTAL DIRECTORS

The Company divides the markets in which it operates into regions, each of
which is under the supervision of an Affiliated Dentist (each, a "Dental
Director"). Currently, there are four regions and four Dental Directors, each
employed by PAs within their region. The Company expects that additional
regions and Dental Directors will be added by the PAs as the Company enters
into Management Agreements with additional PAs in new markets.

37
<PAGE>

The primary purpose of the Dental Directors is to promote the provision of
high quality dental care and to refine operating efficiencies at the Managed
Dental Centers. Dental Directors continually monitor and evaluate the
performance of the Affiliated Dentists and the Managed Dental Centers within
their region by identifying operational inefficiencies and implementing
solutions to address these inefficiencies. Each Dental Director performs
periodic spot checks in which the performance of each Managed Dental Center is
scrutinized in detail. The Dental Directors also assist the PAs in their region
with the hiring, training and supervision of dental professionals. The Company
believes that close relationships among the Dental Directors, the PAs they
supervise, and the Company allows for the identification of specific
inefficiencies, the quick remediation of such inefficiencies and the
realization of the benefits produced by the Company's management approach.

GOVERNMENTAL REGULATION

GENERAL OVERVIEW. The Company's operations and relationships are subject
to a variety of governmental and regulatory requirements relating to the
conduct of its business. The Company is also subject to laws and regulations
which relate to business corporations in general. The Company believes that it
exercises care in an effort to structure its practices and arrangements with
Dental Centers to comply with relevant federal and state law and believes that
such arrangements and practices comply in all material respects with all
applicable statutes and regulations. The health care industry and dental
practices are highly regulated, and there can be no assurance that the
regulatory environment in which the Company operates will not change
significantly and adversely in the future. In general, regulation of health
care providers and companies is increasing. See "Risk Factors--Governmental
Regulation."

There can be no assurance that the laws and regulations of the states in
which the Company operates or may desire to operate in the future will not
change or be interpreted in the future to restrict or adversely affect the
Company's relationships with Affiliated Dentists or the operation of Managed
Dental Centers. Proposals that may be introduced, could, if adopted, have a
material adverse effect on the Company's financial condition and results of
operations. It is uncertain what legislative programs, if any, will be adopted
in the future, or what actions Congress or state legislatures may take
regarding health care reform proposals or legislation.

Every state imposes licensing requirements on dentists and on their
facilities and services. In addition, many states require regulatory approval,
including certificates of need, before establishing certain types of health
care facilities, offering certain services or making expenditures in excess of
statutory thresholds for health care equipment, facilities or programs. The
execution of a management agreement with a dental practice does not in most
states require any health care regulatory approval on the part of the
management company or the dental practice. However, in connection with the
expansion of existing operations and the entry into new markets, the Company
and the Dental Centers may become subject to additional and more restrictive
regulation. See "Risk Factors--Governmental Regulation."

HEALTH CARE REGULATIONS AFFECTING THE COMPANY. Business arrangements
between dentists and business corporations that provide dental practice
management services are regulated extensively at the state and federal levels,
including regulation in the following areas:

CORPORATE PRACTICE OF DENTISTRY. The laws of many states prohibit
corporations that are not owned entirely by dentists from employing
dentists (and in some states, dental hygienists and dental assistants),
having control over clinical decision-making, or engaging in other
activities that are deemed to constitute the practice of dentistry. Florida
law specifically prohibits non-professional for profit corporations from
employing dentists and dental hygienists, exercising control over patient
records, and making decisions relating to clinical matters, office
personnel, hours of practice, pricing, credit, refunds, warranties and
advertising. Michigan law imposes similar restrictions on the practice of
dentistry by non-professional for profit corporations.

Most states, including Florida and Michigan, also prohibit
non-professional corporations from owning, maintaining or operating an
office for the practice of dentistry. These laws have generally

38
<PAGE>

been construed to permit arrangements under which the dentists are not
employed by or otherwise controlled as to clinical matters by the party
supplying facilities and non-professional services. Both Florida and
Michigan law require that dentists or their professional corporations
maintain complete care, custody and control of all equipment and materials
used in the practice of dentistry. The Management Agreements provide that
the Company shall not exercise control over any matters that would violate
the requirements of Florida or Michigan law, as applicable. However, if the
Company is deemed to interfere with the practice of dentistry at the PAs or
the care, control and custody of the materials and equipment used in such
practice, the Company could be materially adversely affected.

FEE-SPLITTING AND ANTI-KICKBACK LAWS. Many states also prohibit
"fee-splitting" by dentists with any party except other dentists in the
same professional corporation or practice entity. In most cases, these laws
have been construed as applying to the practice of paying a portion of a
fee to another person for referring a patient or otherwise generating
business, and not to prohibit payment of reasonable compensation for
facilities and services (other than the generation of referrals), even if
the payment is based on a percentage of the practice's revenues. The
Florida and Michigan fee-splitting laws prohibit paying or receiving any
commission, bonus, kickback, or rebate, or engaging in any split-fee
arrangement in any form with a dentist for patient referrals to dentists or
other providers of health care goods and services. In addition, Florida
regulations specifically require that fees paid to entities providing
management services to dental practices be at fair market value rates. The
Florida and Michigan courts have not considered whether the Florida and
Michigan fee-splitting statutes prohibit the payment by a dental practice
of a management fee that is based on a percentage of net income or whether
such a fee arrangement represents the fair market value of services
rendered. However, in considering a fee-splitting statute applicable to
chiropractors, a Florida court of appeals held that such statute does not
prohibit the payment of a management fee that is based on a percentage of
the gross income of the professional practice if the managing entity does
not make referrals to the chiropractic practice.

The Florida Board of Medicine recently considered the issue of whether a
physician practice is permitted to enter into a management agreement
pursuant to which the managing entity earns a management fee which includes
a percentage of the practice's net income as consideration for providing
certain management and operational services, including developing
relationships with other physicians, hospitals and third party payors. The
Florida Board of Medicine issued an opinion indicating that such a
management agreement is prohibited by applicable fee-splitting statutes.
However, such order has been stayed pending its appeal to the Florida
courts. Although the Florida Board of Medicine's decision, if upheld, will
not apply to dental practices, a person may be more likely to petition the
Board of Dentistry seeking a determination as to the application of fee-
splitting restrictions to dentists in the event that the Board of
Medicine's order is upheld. In addition, the court considering the appeal
of the Board of Medicine's order could reach conclusions or make statements
that affect the application of fee-splitting provisions applicable to
dental management agreements. Pursuant to the terms of the Management
Agreements, in the event such a Management Agreement were determined to be
in violation of applicable law, the agreement would have to be amended in a
manner that complies with applicable law and preserves, to the greatest
extent possible, the economic interests of the parties thereto.

In addition, most states have laws prohibiting paying or receiving any
remuneration, direct or indirect, that is intended to induce referrals for
health care items or services, including dental items and services. Federal law
also prohibits the offer, payment, solicitation or receipt of any form of
remuneration in return for the referral of patients covered by federally funded
health care programs such as Medicaid, or in return for purchasing, leasing,
ordering or arranging for the purchase, lease or order of any item or service
that is covered by a federal program. Percentage-based management agreements
are not within regulatory fraud and abuse safe harbors relating to items and
services furnished under governmental health care programs. The fact that an
arrangement is not within a safe harbor does not mean that it violates the
anti-kickback provisions applicable to services provided under governmental
health care programs. Rather, such arrangements are subject to scrutiny based
on the

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<PAGE>

totality of circumstances relating to such arrangements. As a result, it is
possible that the arrangements between the Company and PAs would be challenged
by governmental enforcement authorities. Because the Management Agreements
provide that the Company will not engage in direct marketing to potential
sources of business, but will only assist the individual PAs in these endeavors
by providing training, marketing materials and technical assistance, the
Company believes that its services under the Management Agreements comply with
applicable anti-kickback laws. Such laws would be violated and the Company
could be materially adversely affected if it were determined that the
Affiliated Dentists make referrals to entities that are related or affiliated
to the Company or its owners for the purpose of securing, directly or
indirectly, payments or other remuneration.

ADVERTISING RESTRICTIONS. Many states, including Florida and Michigan,
prohibit dentists from using advertising which includes any name other than
their own, or from advertising in any manner that is likely to lead a person to
believe that a non-dentist is engaged in the practice of dentistry. Florida law
also requires all advertising to identify the dentist who assumes total
responsibility for the advertisement and may not include the name of a person
who is neither actually involved in the practice of dentistry at the advertised
location nor an owner of the practice being advertised. In addition, Michigan
and Florida law impose additional restrictions on advertisements by
specialists.

LIMITATIONS ON DELEGATION. Most states, including Florida and Michigan,
regulate the manner in which dentists delegate certain tasks to non-dentists.

ANTI-FRAUD LAWS. State and federal laws prohibit any person from
knowingly and willfully making any false statement or misrepresentation of
a material fact in seeking payment for items or services. In addition,
federal laws impose civil monetary penalties for filing claims that the
filing party "should know" are not appropriate under rules applicable to
governmentally funded health care programs.

SELF-REFERRAL LAWS. Many states, subject to certain exceptions, prohibit
referrals for certain health services if the referring dentist has an
ownership interest in, and/or a compensation arrangement with, the entity
receiving the referral. Many states require the dentist to disclose such
interests to patients.

Federal law, subject to certain exceptions, prohibits certain Medicare
and Medicaid referrals to entities in which a dentist has an ownership
interest or with which the dentist has a compensation arrangement.
Significant prohibitions against dentist self-referrals for services
covered by the Medicaid program was enacted, subject to certain exceptions,
by Congress in the Omnibus Budget Reconciliation Act of 1993. These
prohibitions, commonly known as Stark II, amended prior physician and
dentist self-referral legislation known as Stark I (which applied only to
clinical laboratory referrals) by dramatically enlarging the list of
services and investment interests to which the self-referral prohibitions
apply. Effective January 1, 1995, Stark II prohibits a physician or
dentist, or a member of his or her immediate family, from making referrals
for certain "designated health services" to entities in which the physician
or dentist has an ownership or investment interest, or with which the
physician or dentist has a compensation arrangement. "Designated health
services" include, among other things, clinical laboratory services,
radiology and other diagnostic services, radiation therapy services,
durable medical equipment, prosthetics, outpatient prescription drugs, home
health services and inpatient and outpatient hospital services. Stark II
prohibitions include referrals within the physician's or dentist's own
group practice (unless such practice satisfied the "group practice"
exception) and referrals in connection with the physician's or dentist's
employment arrangements with the PA (unless the arrangement satisfies the
employment exception). Stark II also prohibits billing the Medicaid program
for services rendered following prohibited referrals. Noncompliance with,
or violation of, Stark II can result in exclusion from the Medicaid program
and civil and criminal penalties. The Company believes that its and the PAs
operations as presently conducted do not pose a material risk under Stark
II, primarily because the Company and the PAs do not provide "designated
health services." Even if the Company or the PAs were determined to provide
"designated health services," the Company believes its and/or the

40
<PAGE>

PAs activities would be protected under the employment and group practice
exceptions to Stark II. Nevertheless, there can be no assurance that Stark
II will not be interpreted or hereafter amended in a manner that has a
material adverse effect on the Company's operations as presently conducted.

Stark II and most state self-referral laws have exceptions for in-office
services provided under the direct supervision of the dentist. In addition,
third party payor contracts may require dentists to provide an even greater
degree of supervision over certain in-office ancillary services in order to
permit the applicable PA to bill for such services. The Company believes
that its arrangements with Affiliated Dentists comply with these laws and
third party payor agreements. There is no assurance that changes in these
laws or their interpretation will not affect the Company's current or
future activities.

Michigan's self-referral law is not limited to certain designated health
services and it recognizes no statutory safe harbors or exceptions.
Michigan prohibits directing or requiring an individual to purchase or
secure a drug, device, treatment, procedure or service from another
person, place, facility or business in which the referring party has a
financial interest. Although such law does not provide for criminal
sanctions, failure to comply with such law by a dentist could result in
revocation of the dentist's license. The Michigan self-referral law has been
subject to little interpretation. Currently, several different amendments to
this law have been proposed, which if adopted, may in the future provide
additional interpretative guidelines as to the application of Michigan's
self-referral prohibition. To date, however, the term "financial interest"
has only been interpreted to mean a direct "ownership interest" and has not
been interpreted to mean a "compensation interest," such as an employment or
personal services agreement. The legality of the Company's operations under
Michigan's self-referral law is dependent upon whether the interrelationships
among the entities are such that they are considered to have "financial
interests" in each other, and whether the services performed by the entities
for each other are considered to have been directed or required by the
referrer. Should Michigan law in the future be interpreted and applied in
such a way, it would have a material adverse effect on the Company.

REGULATORY COMPLIANCE. The Company believes that health care regulations
will continue to change, and as a result, regularly monitors developments
in health care law. The Company expects to modify its agreements and
operations from time to time as the business and regulatory environment
change. However, there can be no assurance that any such change will not
adversely affect the ability of the Company to operate as it does currently
or to remain profitable in doing so.

The laws described above provide for civil and criminal penalties for
their violation. These laws have been subject to limited judicial and
regulatory interpretation. They are enforced by regulatory agencies that are
vested with broad discretion in interpreting their meaning. The Company's
agreements and activities have not been examined by federal or state
authorities under these laws and regulations. For these reasons, there can be
no assurance that a review of the Company's business arrangements or the
operation of the Managed Dental Centers will not result in determinations that
adversely affect the Company's operations or that the long-term Management
Agreements or certain of their provisions will be held valid and enforceable.
Further, the Company does not maintain a compliance plan. Compliance plans,
which have been adopted by many health care entities, help such entities
prevent, discover and correct violations or potential violations of law. In
addition, the penalties assessed against an entity that violates applicable
laws are likely to be reduced if such entity maintains and adheres to a
compliance plan.

In addition, these laws and their interpretation vary from state to state.
The laws and regulations of certain states into which the Company seeks to
expand may require the Company to change the form of relationships entered into
with dental professional associations or corporations in a manner that
restricts the Company's operations in those states.

INSURANCE

The Company's business entails inherent risk of liability. The Affiliated
Dentists and dental hygienists employed by the PAs are involved in the delivery
of health care services to the public and

41
<PAGE>

accordingly, such individuals, the PAs and the Company are exposed to the risk
of professional liability claims. Claims of this nature, if successful, could
result in substantial damage awards to the claimants that may exceed the limits
of any applicable insurance coverage. Insurance against losses related to
claims of this type can be expensive and varies widely from state to state. The
Company is indemnified under the Management Agreements for claims against the
Company arising from the performance of medical and dental services provided by
the PAs. Successful malpractice claims, however, could have an adverse effect
on the Company's profitability. The PAs and the Affiliated Dentists and other
dental professionals they employ maintain professional liability insurance with
limits of not less than $300,000 per claim and with aggregate policy limits of
not less than $1 million per dentist. The Company is a named insured in most
cases. The Company does not maintain separate liability insurance. While the
Company believes that the foregoing provides adequate liability insurance
coverage, there can be no assurance that a future claim or claims will not be
successful or, if successful, will not exceed the limits of available insurance
coverage or that such coverage will continue to be available at acceptable
costs and on favorable terms. See "Risk Factors--Risks of Providing Dental
Services."

COMPETITION

The dental practice management segment of the dental services industry is
highly competitive and is expected to become increasingly competitive. The
primary bases of competition between dental practice management companies are
management expertise and experience, the elements of its operating strategy,
the opportunity for career enhancement of potential associated dentists and
other dental professionals, the size of the dental care network, the
sophistication of management information systems, liquidity, the terms of the
management agreements and name recognition. The Company currently competes with
other dental practice management companies in its existing markets, including
Coast Dental Services, Inc. in Florida. There are also a number of dental
practice management companies currently operating in other parts of the country
which may enter the Company's existing markets in the future. Many of such
competitors and potential competitors have substantially greater financial
resources than the Company, have established large dental practice networks, or
otherwise enjoy competitive advantages which may make it difficult for the
Company to compete against them or enter into additional Management Agreements
on terms acceptable to the Company. In addition, as the Company seeks to expand
its operations into new markets, it is likely to face competition from dental
practice management companies which already have established a strong presence
in such markets.

The business of providing dental services is highly competitive in each of
the markets in which the Managed Dental Centers operate or in which operations
are contemplated. The primary bases of such competition are quality of care and
reputation, marketing exposure, convenience and traffic flow of location,
relationships with managed care entities, appearance and usefulness of
facilities and equipment, price of services and hours of operation. The
Affiliated Dentists compete with other dentists who maintain single or
satellite offices, as well as with dentists who maintain group practices,
operate in multiple offices or are members of competing dental practice
management networks. Many of those dentists have established practices and
reputations in their markets. In addition to competing against established
practices for patients, the Dental Centers compete with such practices in the
retention and recruitment of general dentists, specialists and hygienists to
staff the Dental Centers. If the availability of dentists begins to decline in
the Company's existing or targeted markets, it may become increasingly
difficult to attract and retain the dental professionals to staff the Dental
Centers. There can be no assurance that the Dental Centers will be able to
compete effectively with such other practices.

SERVICE MARKS

The Company has no registered service marks, trademarks, service names,
tradenames or logo.

EMPLOYEES

The Company has entered into an agreement with an unrelated third party
Co-Employer pursuant to which all of the Company's administrative and support
staff located in each Florida Managed Dental

42
<PAGE>

Center as well as the Company's corporate office management and staff are
co-employed. At September 30, 1997, the Company co-employed 79 persons,
consisting of 34 dental assistants, 37 dental office staff, and eight executive
and administrative staff. In addition, each of the Florida PAs has entered into
an agreement with the Co-Employer pursuant to which such PA and the Co-Employer
co-employ all professional staff (all co-employees of the Company and the PAs
are referred to hereinafter as the "Co-Employees"). At September 30, 1997, such
PAs, in the aggregate, co-employed 32 dental professionals, consisting of 19
dentists and 13 dental hygienists. The Company or the PAs, as the case may be,
are responsible for the hiring, retention, salary and bonus determination, job
performance-related training and other similar matters affecting Co-Employees
while the Co-Employer is responsible for (i) payroll administration, including
recordkeeping, payroll processing, making payroll tax deposits, reporting
payroll, taxes and related matters, (ii) risk management, including on-site
safety inspections, monitoring, training and workers' compensation claim
management and administration, (iii) administering benefit plans and (iv) human
resource consulting and expertise on other human resource issues. The
agreements with the Co-Employer are terminable by either party without cause on
30 days written notice, or for cause on 24 hours written notice. At September
30, 1997, the Company employed 29 non-professional staff in Michigan and the
Company's subcontractor employed 34 non-professional staff in the Detroit area
Managed Dental Centers. At September 30, 1997, the Michigan PAs employed 29
dental professionals, consisting of 13 dentists and 16 dental hygienists. See
"Business--Services and Operations--Human Resource Management."

LITIGATION

There are no material pending legal proceedings involving the Company.
Affiliated Dentists and PAs are from time to time subject to malpractice
claims. To the Company's knowledge, there are no material malpractice claims
pending against any Affiliated Dentist or PA. Any such proceedings or claims,
if successful, could result in damage awards exceeding, perhaps substantially,
applicable insurance coverage. See "Risk Factors--Risks of Providing Dental
Services."

PROPERTIES

The PAs, or in some cases the Company, presently lease between 1,200 and
10,000 square feet of office space for each of the Managed Dental Centers.
Rental payments for a leased Managed Dental Center range from approximately
$18,000 per annum to $144,000 per annum. The Company plans to continue to lease
rather than purchase space for the Managed Dental Centers to preserve the
Company's available capital. The Company intends to add Managed Dental Centers
to its network, which will result in additional office space under lease. See
"Certain Transactions."

The Company leases approximately 4,625 square feet of office space in
Sarasota, Florida for its corporate headquarters at an annual rental of
approximately $67,000. This lease expires in April 2002 and the Company
believes the facility is adequate for its current needs.

43
<PAGE>

MANAGEMENT

EXECUTIVE OFFICERS AND DIRECTORS

The Company's executive officers and directors, their ages and positions
with the Company are as follows:

<TABLE>
<CAPTION>
NAME AGE POSITION
- ---- ----- --------
<S> <C> <C>
Dr. Steven R. Matzkin, DDS ...... 39 Chairman of the Board, Chief Executive Officer,
President and Director
Mr. Mitchell B. Olan ............ 38 Vice President, Chief Operating Officer and Director
Mr. David P. Nichols ............ 39 Chief Financial Officer
Dr. Oscar L. Hausdorff, DDS ...... 62 Director of Development
Mr. Curtis Lee Smith, Jr. ......... 70 Director
Mr. Robert F. Raucci ............ 42 Director
</TABLE>

The Company expects to add two additional non-employee directors to the
Board of Directors shortly after the consummation of this Offering.

DR. STEVEN R. MATZKIN founded the Company's predecessors in 1992 and 1993
and serves full-time as the Company's Chairman of the Board, Chief Executive
Officer and President. Dr. Matzkin has over 13 years of experience in the
administration and management of dental practices. He practiced dentistry in
Michigan for six years, during which time he owned five dental practices and
managed over 25 dental practices through an affiliate management company. Dr.
Matzkin has also been featured as a guest speaker at regional Practice
Management conferences, including the national meeting for the National
Association of Dental Plans. Dr. Matzkin earned his BA degree in 1980 from the
Indiana School of Biology and his DDS degree in 1984 from Northwestern
University.

MITCHELL B. OLAN has served as the Company's Vice President, Chief
Operating Officer, and as a director since 1994. From 1991 to 1994, Mr. Olan
served in various capacities, including area Vice President and Regional Vice
President at Optioncare Incorporated, a publicly traded national franchiser of
home infusion therapy businesses. From 1980 to 1990, Mr. Olan served in various
capacities including sales, sales management, general management and
administration with the ORMCO Division of Sybron Corporation. ORMCO is the
leading manufacturer and marketer of dental orthodontic appliances, equipment
and supplies. Mr. Olan earned a BS degree in Business Administration in 1980
from Indiana University School of Business.

DAVID P. NICHOLS has served as the Company's Chief Financial Officer since
February 1997. From October 1994 until February 1997, Mr. Nichols served as
Chief Financial Officer at BioDynamics International, a publicly traded company
in the business of processing bioimplants for tissue repairs. From May 1993
until October 1994, Mr. Nichols served as Vice President--Finance of
BioDynamics. He was also Managing Director, United States Operations, of
Biodynamics from March 1996 until February 1997. From June 1992 until May 1993,
Mr. Nichols served as Chief Financial Officer of KiMed Corporation, a medical
device company. Prior to joining the Company, Mr. Nichols had over sixteen
years experience in the health care field. He served as Chief Financial Officer
of the long term care division of Trizec Corporation, Ltd., and was in public
accounting with the audit divisions of Price Waterhouse LLP and Deloitte &
Touche LLP. Mr. Nichols earned his BS Degree from the University of Florida in
1979 and a masters degree in Accounting from the University of Florida in 1980.
He is a Certified Public Accountant and a Certified Management Accountant.

DR. OSCAR L. HAUSDORFF has served as the Company's Director of Development
since 1996. From 1988 to 1995, he served as President, Chief Operating Officer
and as a director of Princeton Dental Management Corporation, a publicly traded
dental practice management company. From 1977 to 1988,

44
<PAGE>

Dr. Hausdorff held positions in sales, sales management, training, development
and recruiting for various firms in the stock brokerage business. From 1960 to
1977, Dr. Hausdorff practiced General Dentistry and Orthodontics in New York.
In addition, he was an instructor in Post-Graduate orthodontics at New York
University from 1960 to 1965. Dr. Hausdorff earned a DDS degree from New York
University in 1958, and a post graduate degree in Orthodontics from New York
University in 1964.

CURTIS LEE SMITH, JR. has been a director of the Company since 1996.
Beginning in 1986, Mr. Smith served as Chairman of the Board and Chief
Executive Officer of Handex Corporation ("Handex"), an environmental consulting
and remediation company which became a public company in 1989. Handex acquired
New Horizons Computer Learning Centers, a software training company, in 1994.
Handex sold its environmental division in 1996 and now operates as New Horizons
Worldwide, of which Mr. Smith serves as Chairman of the Board and Chief
Executive Officer.

ROBERT F. RAUCCI has been a director of the Company since 1996. Mr. Raucci
has been a managing member of Newlight Management, LLC, a technology oriented
venture capital fund, since July 1997. Mr. Raucci also has served as president
of RAM Investment Corporation, a venture capital investment and advisory
company, since 1994. Between 1985 and 1994 Mr. Raucci served as a private
equity investment manager for Alliance Capital Management Corporation, a global
investment management company.

DIRECTORS' COMPENSATION

The Company pays all directors who are not employees of the Company $350
for each Board meeting and each Board Committee meeting attended. The Company
also reimburses directors for all travel-related expenses incurred in
connection with their activities as directors.

COMMITTEES OF THE BOARD OF DIRECTORS

The Company currently has two committees of the Board, the Audit Committee
and the Compensation Committee. Messrs. Smith and Raucci will initially serve
on the Company's Audit Committee. The Audit Committee's functions include
recommending to the Board of Directors the engagement of the Company's
independent certified public accountants, reviewing with such accountants the
plan and results of their audit of the financial statements and determining the
independence of such accountants. In addition, Messrs. Smith and Raucci will
initially serve on the Company's Compensation Committee, which reviews and
makes recommendations with respect to compensation of officers and key
employees, including the grant of options or other benefits under the Omnibus
Plan.

45
<PAGE>

EXECUTIVE COMPENSATION

The following table sets forth the compensation paid by the Company during
the past fiscal year to the Chief Executive Officer and the other most highly
paid executive officer who was serving as an executive officer at the end of
1996 and whose compensation exceeded $100,000 (collectively, the "Named
Executive Officers").

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
LONG TERM
ANNUAL COMPENSATION COMPENSATION
------------------------------------------------- ----------------
NUMBER OF
OTHER ANNUAL SECURITIES
SALARY BONUS COMPENSATION(1) UNDERLYING ALL OTHER
NAME AND PRINCIPAL POSITION YEAR ($) ($) ($) OPTIONS COMPENSATION(2)
- --------------------------- ------ ---------- ------- ----------------- ------------ ----------------
<S> <C> <C> <C> <C> <C> <C>
Dr. Steven R. Matzkin, DDS 1996 $200,000 -- -- -- --
Chairman of the Board,
Chief Executive Officer and
President(2)
Mitchell B. Olan 1996 $126,000 -- -- -- --
Vice President, Chief Operating
Officer and Director(2)
</TABLE>
- ----------------
(1) The aggregate amount of perquisites and other personal benefits provided to
such Named Executive Officer is less than 10% of the total annual salary
and bonus of such officer.
(2) See "Management--Employment Agreements" for information regarding current
and future compensation arrangements.

EMPLOYMENT AGREEMENTS

The Company has entered into Employment Agreements with Dr. Steven R.
Matzkin, Chairman of the Board, Chief Executive Officer and President of the
Company, Mitchell B. Olan, Vice President and Chief Operating Officer of the
Company, and David P. Nichols, Chief Financial Officer of the Company. The
Employment Agreements of Messrs. Matzkin and Olan were entered into as of
October 25, 1996, and are for terms of five years and four years, respectively.
The Employment Agreement of Mr. Nichols was entered into as of January 1997 and
is for a term of four years. These agreements provide for annual base salaries
to Messrs. Matzkin, Olan and Nichols of $200,000, $120,000 and $120,000,
respectively, subject to increase at the Company's discretion. It is
anticipated that the Board will approve an amendment to the respective
employment agreements of Dr. Matzkin, Mr. Olan and Mr. Nichols pursuant to
which they will be entitled to receive 60%, 25% and 15%, respectively, of an
annual bonus pool which is equal to 50% of the Company's net income in excess
of the Company's budgeted net income for each year. Bonuses paid to Dr.
Matzkin, Mr. Olan and Mr. Nichols in any year may not exceed $200,000,
$100,000, and $50,000, respectively. Dr. Matzkin's, Mr. Olan's and Mr. Nichols'
employment agreements entitle them to participate in any Company stock option
plan at a level commensurate with their positions. Mr. Olan's employment
agreement entitled him to warrants to purchase 163,080 shares of common stock
for an aggregate exercise price of $272,768. These warrants were exercised in
February 1997. Upon the Company's constructive discharge of Dr. Matzkin or
termination of the employment of Dr. Matzkin without cause, as specified in his
employment agreement, Dr. Matzkin shall be entitled to receive his base salary
for the period commencing on the effective date of the termination and ending
on the later to occur of (x) the second anniversary of the date of termination
or (y) the end of the five-year term of the employment agreement. Upon the
Company's termination of Mr. Olan without cause, as specified in his employment
agreement, Mr. Olan shall be entitled to receive his base salary for the period
commencing on the date of termination and ending on the date nine months
thereafter. Upon the Company's termination of Mr. Nichols without cause as
specified in his employment agreement, Mr. Nichols shall be entitled to receive
his base salary for the period commencing on the date of termination and ending
on the date six months thereafter. Upon termination with cause or voluntary
termination of either Dr. Matzkin, Mr. Olan or Mr. Nichols, such executive
shall be entitled to receive his base salary through the effective date of such
termination.

46
<PAGE>

Dr. Matzkin's employment agreement also provides that upon termination of
his employment for any reason, if the Company's securities are then publicly
traded, Dr. Matzkin has the right to request that the Company register, as
expeditiously as possible, any or all of the Common Stock then owned by Dr.
Matzkin, including all shares of Common Stock issuable pursuant to any
derivative securities of the Company then held by Dr. Matzkin.

OMNIBUS EXECUTIVE INCENTIVE COMPENSATION PLAN

The Company has adopted, effective upon consummation of this Offering, the
Omnibus Plan, which is designed to assist the Company in attracting,
motivating, retaining and rewarding key officers, directors and independent
contractors (collectively, the "Participants") by enabling the Participants to
acquire or increase an ownership interest in the Company, as well as providing
the Participants with annual and long term performance incentives to expend
their maximum efforts in the creation of stockholder value. Pursuant to the
terms of the Omnibus Plan the Company may grant Participants stock options,
stock appreciation rights, restricted stock, deferred stock, other
stock-related awards and performance or annual incentive awards that may be
settled in cash, stock or other property (collectively, the "Awards"). The
Company's compensation committee, or in the absence thereof the Board of
Directors (the "Committee"), will administer and interpret the Omnibus Plan and
is authorized to grant Awards thereunder to all eligible Participants.

Under the Omnibus Plan, the total number of shares of Common Stock that
may be subject to the granting of Awards during the term of the Omnibus Plan
shall be equal to 250,000 shares, plus the number of shares with respect to
Awards previously granted under the Omnibus Plan that terminate without being
exercised, and the number of shares of Common Stock that are surrendered in
payment of any Awards or any tax withholding requirements. The following is a
description of the Awards that may be granted under the Omnibus Plan:

STOCK OPTIONS AND STOCK APPRECIATION RIGHTS. The Committee is authorized
to grant stock options, including both incentive and non-qualified stock
options, and stock appreciation rights ("SAR") entitling the Participant to
receive the amount by which the fair market value of a share of Common Stock on
the date of exercise exceeds the grant price of the SAR. The exercise price per
share subject to an option and the grant price of an SAR are determined by the
Committee, but, in the case of incentive stock options, must not be less than
the fair market value of a share of Common Stock on the date of grant. Each
option is exercisable after the period or periods specified in the related
option agreement, but no option may be exercisable after the expiration of ten
years from the date of grant. Incentive stock options granted to an individual
who owns (or is deemed to own) at least 10% of the total combined voting power
of all classes of stock of the Company must have an exercise price of at least
110% of the fair market value of the Common Stock on the date of grant and a
term of no more than five years. Options may be exercised by payment of the
exercise price in cash, shares of Common Stock, outstanding Awards or other
property having a fair market value equal to the exercise price, as the
Committee may determine from time to time. Immediately prior to consummation of
the Offering, options to purchase 66,000 shares will be granted under the
Omnibus Plan at the Offering price.

RESTRICTED AND DEFERRED STOCK. The Committee is authorized to grant
restricted stock and deferred stock. Restricted stock is a grant of shares of
Common Stock which may not be sold or disposed of, and which may be forfeited
in the event of termination of employment, prior to the end of a restricted
period specified by the Committee. A Participant granted restricted stock
generally has all the rights of a shareholder of the Company, unless otherwise
determined by the Committee. An Award of deferred stock confers upon the
Participant the right to receive shares of Common Stock at the end of a
specified deferral period, subject to possible forfeiture of the Award in the
event of termination of employment prior to the end of a specified restricted
period. Prior to the issuance of shares of Common Stock, an Award of deferred
stock carries no voting or dividend rights.

BONUS STOCK AND AWARD IN LIEU OF CASH OBLIGATIONS. The Committee is
authorized to grant shares of Common Stock as a bonus, free of restrictions, or
to grant shares of Common Stock or other Awards in lieu of cash under the
Omnibus Plan, subject to such terms as the Committee may specify.

47
<PAGE>

OTHER STOCK-BASED AWARDS. The Committee is authorized to grant Awards
that are denominated or payable in, valued by reference to, or otherwise based
on or related to, shares of Common Stock. Such Awards might include convertible
or exchangeable debt securities, other rights convertible or exchangeable into
shares of Common Stock, purchase rights for shares of Common Stock, Awards with
value and payment contingent upon performance by the Company or any other
factors designated by the Committee, and Awards valued by reference to the book
value of shares of Common Stock or the value of securities of or the
performance of specified subsidiaries or business units. The Committee
determines the terms and conditions of such Awards.

The right of a Participant to exercise or receive a grant or settlement of
an Award, and the timing thereof, may be subject to such performance conditions
(including subjective individual goals) as may be specified by the Committee.
In addition, the Omnibus Plan authorizes specific annual incentive Awards,
which represent a conditional right to receive cash, shares of Common Stock or
other Awards upon achievement of certain preestablished performance goals and
subjective individual goals during a specified fiscal year.

Awards may be settled in the form of cash, shares of Common Stock, other
Awards or other property in the discretion of the Committee. The Committee may
condition any payment relating to an Award on the withholding of taxes and may
provide that a portion of any shares of Common Stock or other property to be
distributed will be withheld (or previously acquired shares of Common Stock or
other property surrendered by the Participant) to satisfy withholding and other
tax obligations. Awards granted under the Omnibus Plan generally may not be
pledged or otherwise encumbered and are not transferable except by will or by
the laws of descent and distribution, or to a designated beneficiary upon the
Participant's death, except that the Committee may, in its discretion, permit
transfers for estate planning or other purposes subject to any applicable
restrictions.

NON-QUALIFIED STOCK OPTION PLAN

The Company is adopting, effective upon consummation of this Offering, the
1997 Non-Qualified Plan pursuant to which shares of Common Stock are currently
reserved for issuance upon exercise of options. The Non-Qualified Plan is
designed as a means to help PAs with which the Company has entered into
Management Agreements attract (i) dentists who practice at Dental Centers owned
by such PAs, (ii) owners of PAs and (iii) dental health care specialists
employed by one or more of the PAs. The Company's Board of Directors,
administers and interprets the Non-Qualified Plan and is authorized to grant
options thereunder to the foregoing persons. Options granted under the Non-
Qualified Plan are on such terms and at such prices as determined by the Board.
Each option is exercisable after the period specified in the option agreement,
but no option may be exercisable after the expiration of ten years from the
date of grant. The Non-Qualified Plan will terminate in ten years unless sooner
terminated by the Board. The Non-Qualified Plan also authorizes the Company to
make or guarantee loans to optionees to enable them to exercise all or a
portion of their options. If the exercise price is paid in whole or part with a
promissory note, such note shall (i) provide for full recourse to the optionee,
(ii) be collateralized by the pledge of the shares that the optionee purchases
upon exercise of such option, (iii) bear interest at the prime rate of the
Company's principal lender and (iv) contain such other terms as the Board of
Directors, in its sole discretion, shall reasonably require. The Board of
Directors has the authority to amend or terminate the Non-Qualified Plan,
provided that no such amendment may impair the rights of the holder of any
outstanding option without the written consent of such holder, and provided
further that certain amendments of the Non-Qualified Plan are subject to
shareholder approval. Options to purchase 425,000 shares of Common Stock will
be authorized for issuance under the Plan. At the date of consummation of the
Offering, options to purchase an aggregate of 135,000 shares of Common Stock
will be outstanding under the Non-Qualified Plan at an exercise price equal to
the initial public offering price The exercise price of the shares of Common
Stock available for future grants under the Non-Qualified Plan shall be
determined by the Board of Directors.

48
<PAGE>

PRINCIPAL AND SELLING STOCKHOLDERS

The following table sets forth certain information concerning the
beneficial ownership of the Common Stock as of September 30, 1997 after giving
effect to the Stock Split, and the conversion of the Series A Preferred Stock,
and as adjusted to reflect the sale of 2,000,000 shares of Common Stock by the
Company, and the sale of 300,000 shares of Common Stock by the Selling
Stockholders if the over-allotment option is exercised in full, by (i) each
person known by the Company to be the beneficial owner of more than 5% of the
outstanding Common Stock, (ii) each of the Selling Stockholders, (iii) each
director of the Company, (iv) each of the Named Executive Officers and (v) all
executive officers and directors of the Company as a group.

<TABLE>
<CAPTION>
PERCENT SHARES BENEFICIALLY
BENEFICIALLY NUMBER OF OWNED AFTER OFFERING
OWNED AFTER SHARES BEING IF OVER-ALLOTMENT
SHARES BENEFICIALLY OWNED OFFERING IF OFFERED OPTION IS EXERCISED
PRIOR TO THE OFFERING OVER-ALLOTMENT SUBJECT TO IN FULL
NAME OF --------------------------- OPTION IS NOT OVER-ALLOTMENT ----------------------
BENEFICIAL OWNER(1) NUMBER PERCENT EXERCISED OPTION NUMBER PERCENT
- ------------------- --------------- --------- ---------------- --------------- ----------- --------
<S> <C> <C> <C> <C> <C> <C>
Dr. Steven R. Matzkin(2) ...... 1,630,800 33.3% 23.6% 101,652 1,529,148 22.2%
SRM '93 Children's Trust ...... 1,630,800 33.3% 23.6% 101,652 1,529,148 22.2%
Curtis Lee Smith, Jr. ......... 530,010 10.8% 7.7% 33,037 496,973 7.2%
Robert F. Raucci ............... 21,812(3) * * 1,360 20,452 *
Mitchell B. Olan ............... 163,080 3.3% 2.4% 10,165 152,915 2.2%
Crescent International
Holdings Limited ............ 632,547 12.9% 9.2% 39,428 593,119 8.6%
Dr. Dennis Corona(4) ......... 99,311 2.0% 1.4% 5,083 94,228 1.4%
Dr. Richard Golden ............ 81,540 1.7% 1.2% 5,083 76,457 1.1%
Frank Wolicki .................. 40,770 * * 2,540 38,230 *
All Executive Officers and
Directors as a group
(five persons)(2)(3)(5) ...... 2,395,278 48.4% 34.5% 146,214 2,249,064 32.4%
</TABLE>

- ----------------
* Less than 1%.

(1) Unless otherwise indicated, the address of each of the beneficial owners
identified is 1343 Main Street, 7th Floor, Sarasota, Florida 34236.
(2) Excludes 1,630,800 shares held by the SRM '93 Children's Trust, which has
been established for the benefit of Dr. Matzkin's children. Dr. Matzkin
exercises no control over such trust and disclaims any beneficial interest
in such shares.

(3) Excludes 632,547 shares held by Crescent International Holdings Limited
("CIHL"). Mr. Raucci's father-in-law is an officer of the parent company
of CIHL and Mr. Raucci's spouse is the President and a director of certain
companies under common control with CIHL. Mr. Raucci's spouse disclaims
beneficial ownership of such shares. Mr. Raucci therefore also disclaims
beneficial ownership of such shares.

(4) Includes 17,771 shares of Common Stock (assuming an initial public offering
price of $12.00 per share) which may be issued upon exercise of currently
exercisable options.
(5) Includes 49,576 shares of Common Stock which may be issued upon exercise of
currently exercisable options held by David Nichols.

49
<PAGE>

CERTAIN TRANSACTIONS

In 1993, Dr. Matzkin sold four dental practices in Michigan to Dr. David
Ross Johnson, a Dental Director, for a $237,000 note under which payments
commenced in May 1997. In connection with that sale Profit, a corporation
controlled by Dr. Matzkin, agreed to provide consulting services to these
practices for $18,000 per month until May 1997 and $15,000 per month thereafter
through May 2005. In July 1997, the Company purchased the right to manage these
practices for $846,000 and entered into a global management agreement pursuant
to which it will provide management services to these practices until 2005. The
Company subcontracted the day-to-day management services to an affiliate of Dr.
Johnson, but retains most other management functions for which it retains 20%
of net profits of these practices, after certain adjustments, and Dr. Johnson's
affiliate is paid 80% of such net profits. The Company also receives $800 per
month from each practice as a licensing fee. The Company is currently
considering the acquisition of the capital stock of Profit, a corporation
controlled by Dr. Matzkin. It is anticipated that such acquisition will not
happen prior to 1998 and will be consummated only upon approval of the outside
members of the Board of Directors.

In July 1997, the Company entered into a Management Agreement with a PA in
Michigan which was controlled by Dr. Steven Matzkin, the Company's President,
Chief Executive Officer and Chairman of the Board. As of September 30, 1997,
Dr. Matzkin assigned the ownership of the capital stock and all rights relating
thereto to Dr. David Ross Johnson in consideration for Dr. David Ross Johnson's
assumption of all obligations to pay for such capital stock and all obligations
relating to such capital stock.

Certain of the Managed Dental Centers lease their office facilities from
entities controlled by Dr. Matzkin. Such leases terminate at various times
between 2000 and 2004. Managed Dental Centers and the Company paid rent
pursuant to the leases in the aggregate amounts of $77,671, $87,756 and
$108,110, in 1994, 1995 and 1996, respectively. Dr. Matzkin also owns certain
dental laboratories that perform laboratory services for the Managed Dental
Centers, primarily relating to the making of prostheses. In 1996 the amount
paid by the Managed Dental Centers to such laboratories was $145,000 of which
$60,000 was advanced by the Company and remains outstanding at December 31,
1996. Dr. Matzkin owns 33.3% of the capital stock of Equipment Management
Services, an equipment leasing company ("EMS"). Three Managed Dental Centers
have entered into capitalized equipment leases with EMS, with the aggregate
original principal amount of such leases being $122,000. Amounts paid by such
Managed Dental Centers to EMS pursuant to such leases aggregated approximately
$124,000 and $140,000 in 1995 and 1996, respectively. The Company believes that
such arrangements are no less favorable to such Managed Dental Centers than
could have been obtained in arms-length transactions with unrelated third
parties. In addition, Dr. Matzkin has personally guaranteed an aggregate of
approximately $3.3 million of indebtedness of certain of the Managed Dental
Centers and an aggregate of approximately $100,000 of indebtedness of the
Company. The Company is currently negotiating with the lenders to whom Dr.
Matzkin has given such guarantees to release Dr. Matzkin from his obligations
thereunder and to cause the Company to guaranty such obligations.

Pursuant to a Stockholders' Agreement (the "Stockholders' Agreement")
among the Company and Dr. Matzkin, Mr. Smith, Mr. Raucci, the SRM 1993
Children's Trust and CIHL (collectively, the "Stockholders") initially entered
into in connection with the sale of the Company's Series A Preferred Stock in
October 1996, each Stockholder received (i) "piggyback" registration rights,
(ii) a right of first refusal with respect to a greater than 50% share transfer
by a Stockholder prior to a Qualified Initial Public Offering (as defined in
the Stockholders' Agreement), (iii) co-sale rights to participate on a pro rata
basis in certain resales of Common Stock by other Stockholders (other than in
connection with a Qualified Initial Public Offering) and (iv) participation
rights with respect to certain issuances of securities by the Company made
prior to a Qualified Initial Public Offering. This Offering constitutes a
"Qualified Initial Public Offering" as defined in the Stockholders' Agreement.
In addition, stockholders who are also directors of the Company, other than Dr.
Matzkin, also were granted demand registration rights under the Stockholders'
Agreement. Mitchell B. Olan has been granted certain "piggyback" registration
rights with respect to an aggregate of 163,080 shares of Common Stock pursuant
to an

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<PAGE>

agreement with the Company. Pursuant to Dr. Matzkin's employment agreement,
upon termination of his employment for any reason, if the Company's securities
are then publicly traded, Dr. Matzkin has the right to request that the Company
register any or all of the Common Stock then owned by Dr. Matzkin. See
"Description of Capital Stock--Registration Rights."

For information regarding employment agreements with certain executive
officers and directors, see "Management--Employment Agreements."

The Company has adopted a policy whereby all transactions between the
Company and one or more of its affiliates must be approved in advance by a
majority of the Company's disinterested directors.

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<PAGE>

DESCRIPTION OF CAPITAL STOCK

AUTHORIZED AND OUTSTANDING CAPITAL STOCK

Upon consummation of the Offering, the authorized capital stock of the
Company will consist of fifty million shares of common stock, par value $0.01
per share (the "Common Stock"), and five million shares of preferred stock, par
value $0.01 per share (the "Preferred Stock"). After giving effect to the Stock
Split, and the mandatory conversion of all outstanding shares of the Company's
Series A Preferred Stock into 654,359 shares of Common Stock (post-Stock Split)
to be effected prior to or simultaneously with the effective date of this
Offering, an aggregate of 6,897,700 shares of Common Stock will be outstanding.
See "Principal and Selling Stockholders." No shares of Preferred Stock will be
outstanding. The following description of the Company's capital stock does not
purport to be complete and is qualified in its entirety by reference to the
General Corporation Law of the State of Delaware as amended from time to time
("Delaware Law") and the Certificate and Bylaws, which are filed as exhibits to
the Registration Statement of which this Prospectus forms a part.

COMMON STOCK

The holders of the Common Stock are entitled to one vote per share of
record on all matters to be voted upon by stockholders and to vote together as
a single class for the election of directors and in respect of other corporate
matters. At a meeting of stockholders at which a quorum is present, for all
matters other than the election of directors, a majority of the votes cast
decides all questions, unless the matter is one upon which a different vote is
required by express provision of law or the Certificate or Bylaws. Directors
will be elected by a plurality of the votes of the shares present at a meeting.
There is no cumulative voting with respect to the election of directors (or any
other matter).

The holders of Common Stock have no preemptive rights and have no rights
to convert their Common Stock into any other securities. Subject to the rights
of holders of Preferred Stock, if any, in the event of a liquidation,
dissolution or winding up of the Company, holders of Common Stock are entitled
to participate equally and ratably in all assets remaining after payment of
liabilities and distribution of any preferential amount.

The holders of Common Stock are entitled to receive ratably such dividends
as the Board of Directors may declare out of funds legally available therefor,
when and if so declared, subject to any preference in favor of outstanding
shares of preferred stock, if any. The payment by the Company of dividends, if
any, rests within the discretion of its Board of Directors and will depend upon
the Company's results of operations, financial condition and capital
expenditure plans, as well as other factors considered relevant by the Board of
Directors.

PREFERRED STOCK

Upon completion of the Offering, no shares of Preferred Stock will be
outstanding. The Board of Directors of the Company, without further action by
the stockholders, will be authorized to issue up to 5 million shares of
Preferred Stock in one or more series and to fix and determine as to any series
all the relative rights and preferences of shares in such series, including,
without limitation, relative voting, dividend, redemption, liquidation,
conversion and other powers, preferences, rights, qualifications and
limitations. The issuance of shares of Preferred Stock, or the issuance of
rights to purchase such shares, could be used to discourage an unsolicited
acquisition proposal that some, or a majority, of the stockholders might
believe to be in the best interests of the Company or in which stockholders
might receive a premium for their stock over the then market price of such
stock. In addition, under certain circumstances, the issuance of Preferred
Stock could adversely affect the voting power of the holders of the Common
Stock.

In October and December 1996, the Company issued an aggregate of 15,000
shares of Series A Preferred Stock. Holders of Series A Preferred Stock are
entitled to an annual dividend of $8.00 per

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<PAGE>

share of Series A Preferred Stock. In addition, the Certificate of Designation
provides for the mandatory conversion of the Series A Preferred Stock upon the
Company's entering into a public offering of securities. Accordingly, upon
consummation of the Offering, the outstanding Series A Preferred Stock will be
converted into 654,359 shares of Common Stock and no Series A Preferred Stock
will be outstanding.

WARRANTS AND OPTIONS TO PURCHASE COMMON STOCK

Upon consummation of the Offering, the Company is to issue to Mr. Lavelle,
the sole stockholder of Nassau, a five-year warrant to purchase that number of
shares of Common Stock equal to $350,000 divided by the offering price of
shares of Common Stock in this Offering, at an exercise price equal to the
offering price and a one-year warrant to purchase 53,001 shares of Common Stock
at an aggregate exercise price of $92,355. Also, David P. Nichols, the
Company's Chief Financial Officer, has a free-standing option to purchase
49,576 shares of Common Stock at a purchase price of $1.53 per share. Upon
consummation of the Offering, options to purchase 66,000 shares will be
outstanding under the Omnibus Plan and options to purchase 135,000 shares will
be outstanding under the Non-Qualified Plan. Finally, the Company granted two
options to Dr. Corona, effective April 1, 1997 and August 21, 1997, to purchase
an aggregate of 17,771 shares of Common Stock at $12.00 per share (assuming an
initial public offering price of $12.00 per share). The options granted to Dr.
Corona expire six months after consummation of the Offering. See
"Management--Omnibus Executive Incentive Compensation Plan."

REGISTRATION RIGHTS

At any time after nine months following the consummation of the Offering,
any of Messrs. Smith or Raucci or CIHL may demand, on any one occasion, that
the Company register, as expeditiously as possible, any or all of the Common
Stock then owned by such stockholder, including all shares of Common Stock
issuable pursuant to any derivative securities then held by such stockholder.
In addition, Mr. Raucci and CIHL may demand, on any one occasion, that the
Company register their Common Stock on Form S-2 or Form S-3, if available. In
the event that the Company intends to register any of its Common Stock,
including pursuant to any such request, the Company must notify the foregoing
stockholders of such registration and offer to include therein the shares held
by such stockholders. The Company has agreed to indemnify the foregoing
stockholders against liabilities under the Securities Act in certain
circumstances in connection with any such registration statement.

Mitchell B. Olan, Nassau and Mr. Lavelle have been granted certain
"piggyback" registration rights with respect to an aggregate of 247,882 shares
of Common Stock purchased or purchasable pursuant to equity holders agreements
between the Company and such persons. Such rights, subject to certain
limitations, may be exercised at any time following the Offering in the event
that the Company proposes to register any shares of Common Stock under the
Securities Act on Form S-1, S-2 or S-3 or any similar successor forms, whether
or not for its own account. The Company has agreed to indemnify the
stockholders against liabilities under the Securities Act in certain
circumstances in connection with any such registration statement.

Dr. Matzkin's employment agreement provides that upon termination of his
employment for any reason, if the Company's securities are then publicly
traded, Dr. Matzkin has the right to request that the Company register, as
expeditiously as possible, any or all of the Common Stock then owned by Dr.
Matzkin, including all shares of Common Stock issuable pursuant to any
derivative securities then held by Dr. Matzkin. The Company has agreed to
indemnify Dr. Matzkin against liabilities under the Securities Act in certain
circumstances in connection with any such registration statement.

INDEMNIFICATION

Under the Certificate, the Company may indemnify, to the full extent
permitted by Delaware law, its directors, officers, employees and agents who
are a party, or are threatened to be made a party, to an

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<PAGE>

action or proceeding, by reason of the fact that the person serves or served
the Company as a director, officer, employee or agent. The Company also is
authorized to purchase insurance and enter into indemnification agreements. The
Company is entering into indemnification agreements with its executive officers
and directors and may purchase directors' and officers' liability insurance
coverage on their behalf. The Certificate also eliminates the liability of
directors and officers to the Company or its stockholders for monetary damages
for breach of fiduciary duty except to the extent such exemption from liability
or limitation thereof is not permitted under applicable law. The Company
believes that these provisions of the Certificate and the Bylaws are necessary
to attract and retain qualified persons as directors and officers. These
provisions do not eliminate the duty of care or loyalty and, in appropriate
circumstances, equitable remedies such as injunctive or other forms of
non-monetary relief will remain available under Delaware law. In addition, each
director continues to be subject to liability for monetary damages for acts or
omissions involving breach of the duty of loyalty, acts or omissions not in
good faith, intentional misconduct, knowing violations of law, unlawful
distributions and any transaction from which the director derived an improper
personal benefit.

PROVISIONS WITH POSSIBLE ANTITAKEOVER EFFECT

Certain provisions of Delaware Law and of the Certificate and the Bylaws,
summarized in the following paragraphs, may be considered to have an
anti-takeover effect and may delay, deter or prevent a tender offer, proxy
contest or other takeover attempt that a stockholder might consider to be in
such stockholder's best interest, including such an attempt as might result in
payment of a premium over the market price for shares held by stockholders.
These provisions may also have the effect of rendering changes in the Board of
Directors and management of the Company more difficult. Any discouraging effect
upon takeover attempts could potentially depress the market price of the Common
Stock or inhibit temporary fluctuations in the market price of the Common Stock
that otherwise could result from actual or rumored takeover attempts.

DELAWARE ANTI-TAKEOVER LAW. The Company is a Delaware corporation and is
subject to Section 203 of Delaware Law. In general, Section 203 prevents an
"interested stockholder" (defined generally as a person owning 15% more of a
corporation's outstanding voting stock) from engaging in a "business
combination" with certain Delaware corporations for three years following the
date that person became an interested stockholder unless (i) the corporation
has elected in its certificate of incorporation not to be governed by Section
203 (the Company has not made such an election); (ii) before that person became
an interested stockholder, the board of directors of the corporation approved
the transaction in which the interested stockholder became an interested
stockholder or approved the business combination: (iii) upon consummation of
the transaction that resulted in the interested stockholder becoming an
interested stockholder, the interested stockholder owns at least 85% of the
voting stock of the corporation outstanding at the time the transaction
commenced (excluding stock held by directors who are also officers of the
corporation and by employee stock plans that do not provide employees with the
right to determine confidentially whether shares held subject to the plan will
be voted or tendered in a tender or exchange offer); or (iv) following the
transaction in which that person became an interested stockholder, the business
combination is approved by the board of directors of the corporation and
authorized at a meeting of stockholders by the affirmative vote of the holders
of two-thirds of the outstanding voting stock of the corporation not owned by
the interested stockholder. The restrictions in Section 203 also do not apply
to certain business combinations proposed by an interested stockholder
following the announcement or notification of an extraordinary transaction
involving the corporation and a person who had not been an interested
stockholder during the previous three years or a person who became an
interested stockholder with the approval of a majority of the corporation's
directors. The term "business combination" is defined generally to include
mergers or consolidations between a Delaware corporation and an "interested
stockholder," transactions with an "interested stockholder" involving the
assets or stock of the corporation or its majority-owned subsidiaries and
transactions which increase an interested stockholder's percentage ownership of
stock.

CLASSIFIED BOARD OF DIRECTORS. The Certificate provides for the Board of
Directors to be divided into three classes of directors denominated Class I,
Class II and Class III, with members of each class

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<PAGE>

holding office for staggered three-year terms. Mitchell B. Olan and Curtis Lee
Smith are Class I Directors whose terms expire at the 1998 annual meeting of
stockholders, Robert Raucci is a Class II Director whose term expires at the
1999 annual meeting of stockholders and Steven R. Matzkin is a Class III
Director whose term expires at the 2000 annual meeting of stockholders (in all
cases subject to election and qualification of their successors or their
earlier death, resignation or removal.) As a result, approximately one-third of
the Board of Directors will be elected each year. Moreover, under Delaware Law,
in the case of a corporation having a classified board, stockholders may remove
a director only for cause. This provision, when coupled with the provisions of
the Certificate and the Bylaws authorizing only the Board of Directors to fill
vacant directorships, will preclude a stockholder from removing incumbent
directors without cause and simultaneously gaining control of the Board of
Directors by filling the vacancies created by such removal with its own
nominees.

STOCKHOLDER ACTION; SPECIAL MEETING OF STOCKHOLDERS. The Certificate
provides that stockholders may not take action by written consent, but may only
take action at duly called annual or special meetings of stockholders. The
Certificate further provides that special meetings of stockholders of the
Company may be called only by a majority of the Board of Directors or the
Company's Chief Executive Officer. This provision may make it more difficult
for stockholders to take actions opposed by the Board of Directors.

ADVANCE NOTICE REQUIREMENTS FOR STOCKHOLDER PROPOSALS AND DIRECTOR
NOMINATIONS. The Bylaws provide that stockholders seeking to bring business
before an annual meeting of stockholders, or to nominate candidates for
election as directors at an annual or special meeting of stockholders, must
provide timely notice thereof in writing. To be timely, a stockholder's notice
must be delivered to or mailed and received at the principal executive offices
of the Company not less than 90 days nor more than 120 days prior to the first
anniversary of the date of the Company's notice of annual meeting provided in
connection with the previous year's annual meeting; provided, however, that if
no annual meeting was held in the previous year or the date of the annual
meeting has been changed to be more than 30 calendar days after such
anniversary, such notice to the stockholder to be timely must be so received
not more than 90 days prior to nor later than the later of (i) 60 days prior to
the annual meeting or (ii) the close of business on the 10th day following the
day on which notice of the date of the annual meeting is given to stockholders
or made public. The Bylaws also specify certain requirements for a
stockholder's notice to be in proper written form. These provisions may
preclude some stockholders from bringing matters before the stockholders at an
annual or special meeting or from making nominations for directors at an annual
or special meeting.

VACANCIES. The Certificate and Bylaws provide that a vacancy on the Board
of Directors occurring from an increase in the number of directors or otherwise
may be filled by the vote of a majority of directors then in office, though
less than a quorum, or by a sole remaining director.

TRANSFER AGENT AND REGISTRAR

The transfer agent and registrar for the Common Stock is American Stock
Transfer & Trust Company, New York, New York.

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<PAGE>

SHARES ELIGIBLE FOR FUTURE SALE

Upon the completion of this Offering, the Company will have 6,897,700
shares of Common Stock outstanding, assuming no outstanding stock options or
warrants are exercised. Of these shares, the 2,000,000 shares of Common Stock
sold in this Offering (2,300,000 shares if the Underwriters' over-allotment
option is exercised in full) will be freely tradeable by persons other than
affiliates of the Company, without restriction under the Securities Act. The
remaining 4,897,700 shares of Common Stock will be "restricted securities"
within the meaning of Rule 144 under the Securities Act, and may not be sold in
the absence of registration under the Securities Act unless an exemption from
registration is available, including the exemptions contained in Rule 144.
Commencing January 1998, these shares of Common Stock will become eligible for
sale in the open market, subject to volume and other limitations imposed by
Rule 144. In addition, the Company has granted certain registration rights with
respect to 4,693,857 shares of Common Stock, including shares held by Dr.
Matzkin and the SRM '93 Children's Trust. Dr. Matzkin's employment agreement
also provides that upon termination of his employment for any reason, Dr.
Matzkin has the right to request that the Company register any or all of the
Common Stock then owned by Dr. Matzkin. Sales of all or a portion of such
shares could have a material adverse effect upon the price of the Common Stock.
However, the directors, executive officers and stockholders of the Company have
agreed not to sell, contract to sell or otherwise dispose of any of these
shares of Common Stock for a period of 180 days after the date of this
Prospectus without the prior written consent of Raymond James except for (i)
bona fide gifts or transfers effected by such stockholders other than on any
securities exchange or in the over-the-counter market to donees or transferees
that agree to be bound by similar agreements (the "Lock-up Agreements"), (ii)
sales made by Selling Stockholders to the Underwriters of up to 300,000 shares
to cover over-allotments, if any, and (iii) pledges of shares held by Dr.
Matzkin. Raymond James, in its sole discretion, without notice, may release
some or all of the shares subject to Lock-up Agreements from time to time.

In general, under Rule 144 as currently in effect, a person (or persons
whose shares are aggregated), including an affiliate of the Company, who has
beneficially owned his or her shares for at least one year (including the prior
holding period of any prior owner other than an affiliate) is entitled to sell
within any three-month period that number of shares which does not exceed the
greater of 1% of the outstanding shares of the Common Stock, or the average
weekly trading volume during the four calendar weeks preceding each such sale.
Sales under Rule 144 also are subject to certain manner of sale provisions,
notice requirements, and the availability of current public information about
the Company. A person (or persons whose shares are aggregated) who is not or
has not been deemed an "affiliate" of the Company for at least three months,
and who has beneficially owned shares for at least 2 years (including the
holding period of any prior owner other than an affiliate) would be entitled to
sell such shares under Rule 144 without regard to the limitations discussed
above.

Prior to this offering there has been no market for the Common Stock, and
no accurate prediction can be made of the effect, if any, that market sales of
restricted securities or of shares subject to stock options or the availability
of these shares for sale will have on the market price of the Common Stock
prevailing from time to time. Sales of substantial amounts of any of these
shares in the public market could adversely affect prevailing market prices for
the Common Stock. See "Risk Factors--Shares Eligible for Future Sale."

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<PAGE>

UNDERWRITING

The Underwriters named below, acting through their representatives,
Raymond James & Associates, Inc. and William Blair & Company, L.L.C. (the
"Representatives"), have severally agreed, subject to the terms and conditions
of the underwriting agreement (the "Underwriting Agreement") by and among the
Company, the Selling Stockholders and the Underwriters, to purchase from the
Company the number of shares of Common Stock set forth below opposite their
respective names, at the public offering price less the underwriting discounts
and commissions set forth on the cover page of this Prospectus:

<TABLE>
<CAPTION>
NUMBER OF
NAME SHARES
- ---- ----------
<S> <C>
Raymond James & Associates, Inc. ......
William Blair & Company, L.L.C. ......
Total .............................. 2,000,000
=========
</TABLE>

The Underwriting Agreement provides that the obligations of the several
Underwriters to pay for and accept delivery of the shares of Common Stock
offered hereby are subject to approval of certain legal matters by their
counsel and to certain other conditions. The Underwriters are obligated to take
and pay for all shares of Common Stock offered hereby (other than those covered
by the over-allotment option described below) if any such shares are purchased.

The Company and the Selling Stockholders have been advised by the
Representatives that the Underwriters propose to offer the shares of Common
Stock directly to the public at the public offering price set forth on the
cover page of this Prospectus and to certain dealers, including the
Underwriters, at such price less a concession not in excess of $ per
share. The Underwriters may allow, and such dealers may reallow, a concession
not in excess of $ per share to certain other dealers. The Representatives
have informed the Company and the Selling Stockholders that the Underwriters do
not intend to confirm sales to any accounts over which they exercise
discretionary authority.

The Selling Stockholders have granted to the Underwriters an option,
exercisable not later than 30 days after the date of this Prospectus, to
purchase up to an aggregate of 300,000 additional shares of Common Stock, at
the public offering price, less the underwriting discounts and commissions, set
forth on the cover page of this Prospectus. To the extent that the Underwriters
exercise such option, each of the Underwriters will have a firm commitment to
purchase approximately the same percentage thereof which the number of shares
of Common Stock to be purchased by it shown in the above table bears to the
total shown, and the Selling Stockholders will be obligated, pursuant to the
option, to sell such shares to the Underwriters. The Underwriters may exercise
this option only to cover such over-allotments, if any, made in connection with
the sale of the shares of Common Stock offered hereby. If purchased, the
Underwriters will sell such additional shares on the same terms as those on
which the shares are being offered.

The Company and the Selling Stockholders have agreed to indemnify the
Underwriters against, and to contribute to losses arising out of, certain civil
liabilities in connection with this offering, including liabilities under the
Securities Act.

The Company and its executive officers, directors and current stockholders
have agreed that they will not, directly or indirectly, offer, sell, offer to
sell, contract to sell, pledge, grant any option to purchase or otherwise sell
or dispose (or announce any offer, sale, offer of sale, contract of sale,
pledge, grant of any option to purchase or other sale or disposition) of any
shares of Common Stock or any securities convertible into, or exercisable or
exchangeable for, Common Stock or other capital stock of the Company, or any
right to purchase or acquire Common Stock or other capital stock of the

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<PAGE>

Company, for a period of 180 days after the date of this Prospectus, without
the prior written consent of Raymond James, except for (i) bona fide gifts or
transfers effected by such stockholders other than on any securities exchange
or in the over-the-counter market to donees or transferees that agree to be
bound by the Lock-up Agreements, (ii) sales made by Selling Stockholders to the
Underwriters of up to 300,000 shares to cover over-allotments, if any, and
(iii) pledges of shares held by Dr. Matzkin. Sales of substantial amounts of
Common Stock in the public market, or the availability of such shares for
future sale, could adversely affect the market price of the Common Stock and
could impair the Company's future ability to raise additional capital through
an offering of its equity securities. See "Risk Factors--Shares Eligible for
Future Sale."

In connection with the offering, certain Underwriters and selling group
members and their respective affiliates may engage in transactions that
stabilize, maintain or otherwise affect the market price of the Common Stock.
Such transactions may include stabilization transactions effected in accordance
with Rule 104 of Regulation M, pursuant to which such persons may bid for or
purchase Common Stock for the purpose of stabilizing its market price. The
Underwriters also may create a short position for the account of the
Underwriters by selling more Common Stock in connection with the offering than
they are committed to purchase from the Company and in such case may purchase
Common Stock in the open market following completion of the Offering to cover
all or a portion of such short position. The Underwriters may also cover all or
a portion of such short position, up to 300,000 shares, by exercising the
Underwriters' over-allotment option referred to above. In addition, Raymond
James, on behalf of the Underwriters, may impose "penalty bids" under
contractual arrangements with the Underwriters whereby it may reclaim from an
Underwriter (or dealer participating in the offering), for the account of the
other Underwriters, the selling concession with respect to Common Stock that is
distributed in the offering but subsequently purchased for the account of the
Underwriters in the open market. Any of the transactions described in this
paragraph may result in the maintenance of the price of the Common Stock at a
level above that which might otherwise prevail in the open market. None of the
transactions described in this paragraph is required, and, if undertaken, may
be discontinued at any time.

The foregoing includes a summary of the principal terms of the
Underwriting Agreement and does not purport to be complete. Reference is made
to the copy of the Underwriting Agreement that is on file as an exhibit to the
Registration Statement of which this Prospectus forms a part.

Pursuant to a financial advisory agreement between the Company and Nassau
(as amended and clarified, the "Nassau Agreement"), Nassau, a financial advisor
to the Company, is entitled to a fee of $100,000 upon consummation of this
Offering. At such time, Nassau will also receive a warrant to purchase that
number of Shares of Common Stock equal to $350,000 divided by the offering
price of Shares of Common Stock in the Offering, at an exercise price per share
equal to the offering price and a warrant to purchase 53,001 Shares of Common
Stock at an aggregate exercise of $92,355. In addition, the Company has paid to
Nassau fees in the aggregate amount of $79,587 and owes Nassau an additional
$61,621. The Company also has issued an aggregate of 84,802 shares of Common
Stock to Nassau and its related persons at a weighted average price of $0.24
per share.

Prior to the Offering, there has been no public market for the Common
Stock of the Company. Consequently, the initial public offering price for the
Common Stock has been determined through negotiations among the Company and the
Representatives. Among the factors considered in making such determination were
prevailing market conditions, the Company's financial and operating history and
condition, its prospects and the prospects of the industry in general, the
management of the Company, and the market prices of securities for companies in
businesses similar to that of the Company.

LEGAL MATTERS

Certain legal matters with respect to the Common Stock offered hereby will
be passed upon for the Company and for the Selling Stockholders by Greenberg
Traurig Hoffman Lipoff Rosen & Quentel, P.A., Miami, Florida, and for the
Underwriters by Testa, Hurwitz & Thibeault, LLP, Boston, Massachusetts.

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EXPERTS

The consolidated financial statements of Dental Care Alliance, Inc. as of
December 31, 1996 and 1995 and for each of the three years in the period ended
December 31, 1996 included in this Prospectus have been so included in reliance
on the report of Price Waterhouse LLP, independent certified public
accountants, given on the authority of said firm as experts in auditing and
accounting.

In February 1997 the Company's Board of Directors approved a change in
accountants and the Company's predecessor subsidiaries' former accountants were
dismissed. The independent accounting firm of Price Waterhouse LLP was
subsequently engaged by the Company. The former accountants had not previously
rendered a report on the Company, however, their report on the financial
statements of the Company's predecessor subsidiaries for the years ended
December 31, 1995 and 1994 did not contain an adverse opinion or disclaimer
opinion, and was not qualified or modified as to uncertainty, audit scope or
accounting principles. In addition, there were no disagreements between the
Company and its former accountants on any matter of accounting principles or
practices, financial statement disclosure or auditing scope or procedure during
the two most recent fiscal years ended December 31, 1996 and subsequent interim
periods.

AVAILABLE INFORMATION

The Company has filed a Registration Statement on Form S-1 (the
"Registration Statement") with the Commission under the Securities Act in
respect of the Common Stock offered hereby. For purposes of this Prospectus,
the term "Registration Statement" means the initial Registration Statement and
any and all amendments thereto. This Prospectus omits certain information
contained in the Registration Statement as permitted by the rules and
regulations of the Commission. For further information with respect to the
Company and the Common Stock offered hereby, reference is made to the
Registration Statement, including the exhibits thereto. Statements herein
concerning the contents of any contract or other document are not necessarily
complete, and in each instance reference is made to such contract or other
document filed with the Commission as an exhibit to the Registration Statement,
or otherwise, each such statement, being qualified by and subject to such
reference in all respects.

As a result of this offering, the Company will become subject to the
informational requirements of the Exchange Act, and in accordance therewith
will file reports, proxy and information statements, and other information with
the Commission. Reports, registration statements, proxy and information
statements, and other information filed by the Company with the Commission can
be inspected and copied at the public reference facilities maintained by the
Commission at Judiciary Plaza, 450 Fifth Street, N.W., Room 1024, Washington,
D.C. 20549, and at its regional offices located at 500 West Madison Street,
Suite 1400, Chicago, Illinois 60661; and Seven World Trade Center, Suite 1300,
New York, New York 10048. Copies of these material may be obtained at
prescribed rates from the Public Reference Section of the Commission at 450
Fifth Street, N.W., Room 1024, Washington, D.C. 20549. The Commission maintains
a site on the World Wide Web (http://www.sec.gov) that contains reports,
registration statements, proxy and information statements, and other
information.

59
<PAGE>

INDEX TO FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
PAGE
-----
<S> <C>
Report of Independent Certified Public Accountants ...... F-2
Consolidated Balance Sheets .............................. F-3
Consolidated Statements of Operations .................. F-4
Consolidated Statements of Stockholders' Equity ......... F-5
Consolidated Statements of Cash Flows .................. F-6
Notes to Consolidated Financial Statements ............... F-7
</TABLE>

F-1
<PAGE>

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

To the Board of Directors and
Stockholders' of Dental Care Alliance, Inc.

The stock split described in Note 1 to the Financial Statements has not
been effected by October 6, 1997. When the stock split has been effected, we
will be in a position to furnish the following report:

"In our opinion, the accompanying consolidated balance sheets and the
related consolidated statements of operations, of stockholders' equity and of
cash flows present fairly, in all material respects, the financial position of
Dental Care Alliance, Inc. (the "Company") successor to Golden Care Holdings,
Inc. and its subsidiaries' at December 31, 1996 and 1995, and the results of
their operations and their cash flows for each of the three years in the period
ended December 31, 1996, in conformity with generally accepted accounting
principles. These financial statements are the responsibility of the Company's
management; our responsibility is to express an opinion on these financial
statements based on our audits. We conducted our audits of these statements in
accordance with generally accepted auditing standards which require that we
plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles used and
significant estimates made by management, and evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for the opinion expressed above."

Price Waterhouse LLP
Tampa, Florida
August 26, 1997, except for the stock split described in Note 2 and Note 14 as
to which the date is October 24, 1997.

F-2
<PAGE>

DENTAL CARE ALLIANCE, INC.
(SUCCESSOR TO GOLDEN CARE HOLDINGS L.C.)

CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
DECEMBER 31, PRO FORMA
-------------------------- JUNE 30, JUNE 30,
1995 1996 1997 1997
----------- ------------ ------------- ------------
(UNAUDITED) (UNAUDITED)
<S> <C> <C> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents .............................. $ 42,193 $1,253,259 $ 876,217 $ 876,217
Consulting and license fees receivable .................. 64,842 59,000 58,352 58,352
Management fee receivable from P.A.s .................. 43,651 397,441 576,456 576,456
Advances to P.A.s ....................................... -- 16,454 287,127 287,127
Other current assets .................................... 620 27,644 15,871 15,871
Current portion of long-term notes receivable
from P.A.s .......................................... 56,375 68,460 73,266 73,266
---------- ----------- ---------- ----------
Total current assets ................................. 207,681 1,822,258 1,887,289 1,887,289
Property and equipment, net .............................. 51,294 40,230 219,910 219,910
Intangible assets, net ................................. 15,833 803,753 793,535 793,535
Long-term notes receivable from P.A.s,
less current portion .................................... 145,095 129,935 100,490 100,490
Consulting and license fees receivable, non current ...... 98,925 251,925 300,000 300,000
Other assets ............................................. 5,715 74,838 69,244 69,244
---------- ----------- ---------- ----------
Total assets .......................................... $ 524,543 $3,122,939 $3,370,468 $3,370,468
========== =========== ========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable ....................................... $ 34,471 $ 491,509 $ 574,283 $ 574,283
Accrued payroll and payroll related costs ............... 16,391 124,236 212,572 212,572
Other accrued liabilities .............................. 2,005 67,008 87,245 87,245
Current portion of long-term debt ..................... 56,138 173,652 161,807 161,807
---------- ----------- ---------- ----------
Total current liabilities .............................. 109,005 856,405 1,035,907 1,035,907
Long-term debt, less current portion ..................... 107,607 40,350 28,746 28,746
---------- ----------- ---------- ----------
Total liabilities .................................... 216,612 896,755 1,064,653 1,064,653
---------- ----------- ---------- ----------
Commitments and contingencies
Minority interest in consolidated subsidiaries ......... 11,094 -- -- --
Mandatorily redeemable preferred stock, $.01 par value,
15,000 shares authorized, issued and outstanding ...... -- 1,402,562 1,473,062 --
Put rights associated with common stock .................. -- 191,237 191,237 --
---------- ----------- ---------- ----------
11,094 1,593,799 1,664,299 --
---------- ----------- ---------- ----------
Stockholders' equity:
Common stock, $.01 par value, 50,000,000 shares
authorized, 3,791,610, 3,995,460 and 4,243,342 issued
and outstanding at December 31, 1995, 1996, and
June 30, 1997 (unaudited), respectively, 4,897,700
issued and outstanding--pro forma (unaudited) ......... 37,916 39,955 42,433 48,977
Additional paid-in capital .............................. 242,202 554,696 845,006 2,502,761
Stock subscription receivable ........................... -- -- (272,768) (272,768)
Retained earnings ....................................... 16,719 37,734 26,845 26,845
---------- ----------- ---------- ----------
Total stockholders' equity ........................... 296,837 632,385 641,516 2,305,815
---------- ----------- ---------- ----------
Total liabilities and stockholders' equity ............ $ 524,543 $3,122,939 $3,370,468 $3,370,468
========== =========== ========== ==========
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-3
<PAGE>

DENTAL CARE ALLIANCE, INC.
(SUCCESSOR TO GOLDEN CARE HOLDINGS L.C.)

CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
SIX MONTHS ENDED JUNE
FOR THE YEARS ENDED DECEMBER 31, 30,
------------------------------------ ------------------------
1994 1995 1996 1996 1997
---------- ------------ ------------ ------------- ------------
(UNAUDITED) (UNAUDITED)
<S> <C> <C> <C> <C> <C>
Management fees ....................................... $673,304 $ 513,705 $1,289,828 $405,072 $2,471,759
Consulting and licensing fees ........................ 42,763 262,769 347,600 138,812 161,885
--------- --------- ---------- -------- ----------
Total revenues .................................... 716,067 776,474 1,637,428 543,884 2,633,644
--------- --------- ---------- -------- ----------
Managed dental center expenses:
Staff salaries and benefits ........................ -- -- 223,657 -- 601,383
Dental supplies .................................... -- -- 79,448 -- 213,334
Laboratory fees .................................... -- -- 98,222 -- 373,010
Marketing .......................................... -- -- 38,128 -- 176,627
Occupancy .......................................... -- -- 106,501 -- 333,085
Other ................................................ -- -- 57,182 -- 326,494
--------- --------- ---------- -------- ----------
Total managed dental center expenses ............... -- -- 603,138 -- 2,023,933
--------- --------- ---------- -------- ----------
716,067 776,474 1,034,290 543,884 609,711
Salaries and benefits .............................. 408,716 400,669 521,683 261,642 373,016
General and administrative ........................ 204,901 234,577 260,558 118,476 135,970
Advisory services .................................... -- 127,768 -- -- --
Depreciation and amortization ........................ 15,150 22,106 27,654 10,254 41,578
--------- --------- ---------- -------- ----------
Operating income (loss) ........................... 87,300 (8,646) 224,395 153,512 59,147
Interest income (expense), net ..................... 22,584 6,494 20,781 (5,058) 36,464
--------- --------- ---------- -------- ----------
Income (loss) before income taxes
and minority interest .............................. 109,884 (2,152) 245,176 148,454 95,611
Provision for income taxes ........................... 19,919 -- 35,500 -- 36,000
Minority interest .................................... 2,440 8,654 7,674 3,537 --
--------- --------- ---------- -------- ----------
Net income (loss) .................................... 87,525 (10,806) 202,002 144,917 59,611
Adjustment to redemption value of common and
preferred securities .............................. 39,951 85,709 (191,237) -- (10,500)
Cumulative preferred stock dividend .................. -- -- (6,485) -- (60,000)
--------- --------- ---------- -------- ----------
Net income (loss) applicable to common stock ......... $127,476 $ 74,903 $ 4,280 $144,917 $ (10,889)
========= ========= ========== ======== ==========
Unaudited pro forma data:
Income (loss) before income taxes and
minority interest ................................. $109,884 $ (2,152) $ 245,176 $148,454 $ 95,611
Pro forma provision for income taxes ............... 42,000 -- 94,000 57,000 36,000
Minority interest in consolidated subsidiaries ...... 1,507 5,343 4,739 2,184 --
--------- --------- ---------- -------- ----------
Pro forma net income (loss) ........................ $ 66,377 $ (7,495) $ 146,437 $ 89,270 $ 59,611
========= ========= ========== ======== ==========
Primary pro forma net income per
common share ....................................... $ .03 $ .01
========== ==========
Primary weighted average common
shares outstanding ................................. 4,773,071 4,773,071
========== ==========
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-4
<PAGE>

DENTAL CARE ALLIANCE, INC.
(SUCCESSOR TO GOLDEN CARE HOLDINGS L.C.)

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>
COMMON ADDITIONAL
COMMON STOCK PAID-IN RETAINED
STOCK ($.01 PAR) CAPITAL EARNINGS TOTAL
----------- ------------ ------------ ------------- -------------
<S> <C> <C> <C> <C> <C>
Balance, January 1, 1994 ..................... 3,791,610 $37,916 $ 9,929 $ -- $ 47,845
Contribution from stockholder ............... 88,750 88,750
Preferred Stock--accretion to put value ...... (125,671) (125,671)
Common Stock--accretion to put value ......... 39,951 39,951
Net income ................................. 87,525 87,525
Dividends .................................... (20,000) (20,000)
---------- ----------
Balance, December 31, 1994 .................. 3,791,610 37,916 12,959 67,525 118,400
Net loss .................................... (10,806) (10,806)
Cash contribution from stockholder ......... 15,766 15,766
Common stock--accretion to put value ......... 85,709 85,709
Issuance of warrants ........................ 127,768 127,768
Dividends .................................... (40,000) (40,000)
---------- ----------
Balance, December 31, 1995 .................. 3,791,610 37,916 242,202 16,719 296,837
Net Income--January 1 to
October 25, 1996 .............................. 157,783 157,783
Purchase of minority interest ............... 18,768 18,768
Reclassification of members capital upon
C-Corporation election (see Note 1) ......... 174,502 (174,502) --
Issuance of common stock ..................... 203,850 2,039 310,461 312,500
Common stock--accretion to put value ......... (191,237) (191,237)
Accrued dividends on mandatorily
redeemable preferred stock .................. (6,485) (6,485)
Net income--October 26 to
December 31, 1996 ........................... 44,219 44,219
---------- ----------
Balance, December 31, 1996 .................. 3,995,460 39,955 554,696 37,734 632,385
Adjustment to redemption value of
preferred stock ........................... (10,500) (10,500)
Accrued dividends on mandatorily
redeemable preferred stock .................. (60,000) (60,000)
Issuance of common stock ..................... 247,882 2,478 290,310 292,788
Stock subscription receivable ............... (272,768) (272,768)
Net Income .................................... 59,611 59,611
---------- ----------
Balance, June 30, 1997--unaudited ............ 4,243,342 $42,433 $ 572,238 $ 26,845 $ 641,516
========== ======== ========== ========== ==========
</TABLE>

The accompanying notes are an integral part of these financial
statements.

F-5
<PAGE>

DENTAL CARE ALLIANCE, INC.
(SUCCESSOR TO GOLDEN CARE HOLDINGS L.C.)

CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
FOR THE YEARS ENDED DECEMBER 31,
------------------------------------------
1994 1995 1996
------------- -------------- -------------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) .......................................... $ 87,525 $ (10,806) $ 202,002
Adjustments to reconcile net income (loss) to net cash
(used in) provided by operating activities:
Depreciation and amortization .............................. 15,150 22,106 27,654
Gain on sale of equipment ................................. (16,804) -- --
Issuance of warrants for advisory services ............... -- 127,768 --
Minority interest .......................................... 2,440 8,654 7,674
(Increase) decrease in:
Consulting and license fees receivable ..................... (65,602) (72,765) (147,158)
Management fee receivable from P.A.s ........................ (16,760) 2,463 (353,790)
Other assets ................................................ (1,980) (3,580) (96,147)
Increase (decrease) in:
Accounts payable .......................................... (86,169) 13,324 457,038
Other accrued liabilities ................................. -- 1,868 65,003
Accrued payroll and payroll related costs .................. -- (13,159) 107,845
----------- ---------- ----------
Net cash (used in) provided by operating activities ...... (82,200) 75,873 270,121
----------- ---------- ----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to property and equipment, net ..................... (177,778) (4,703) (4,444)
(Advances made) payments received on notes receivable
from P.A.s ................................................ (116,286) 19,054 3,075
Investment in servicing agreements ........................... -- (20,000) (486,489)
----------- ---------- ----------
Net cash used in investing activities ..................... (294,064) (5,649) (487,858)
----------- ---------- ----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of mandatorily redeemable
preferred stock, net ....................................... -- -- 1,395,000
Proceeds from issuance of common stock ..................... -- -- --
Contribution from stockholder .............................. 88,739 15,766 --
Proceeds on sales of equipment .............................. 4,227 -- --
Payments of long-term debt ................................. (10,787) (45,692) (67,257)
Proceeds from issuance of long-term debt ..................... 211,584 -- 117,514
Advances to P.A.s .......................................... -- -- (16,454)
Dividends ................................................... (20,000) (40,000) --
----------- ---------- ----------
Net cash provided by (used in) financing activities ...... 273,763 (69,926) 1,428,803
----------- ---------- ----------
Net (decrease) increase in cash and cash equivalents ...... (102,501) 298 1,211,066
Cash and cash equivalents at beginning of period ............ 144,396 41,895 42,193
----------- ---------- ----------
Cash and cash equivalents at end of period .................. $ 41,895 $ 42,193 $1,253,259
=========== ========== ==========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the year for income taxes .................. $ -- $ 23,903 $ --
Cash paid during the year for interest ..................... $ 5,775 $ 19,282 $ 13,955
Issuance of common stock for non cash consideration ......... $ -- $ -- $ 312,500
Assumption of accounts payable and accrued liabilities
related to revision of management service agreements ...... $ -- $ -- $ 438,300
Increase to redemption value of preferred stock ............ $ -- $ -- $ --
Increase in cumulative preferred stock dividend ............
Elimination of minority interest ........................... $ 18,768

<CAPTION>
SIX MONTHS ENDED JUNE 30,
-------------------------
1996 1997
------------- -------------
(UNAUDITED) (UNAUDITED)
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) .......................................... $ 144,917 $ 59,611
Adjustments to reconcile net income (loss) to net cash
(used in) provided by operating activities:
Depreciation and amortization .............................. 10,254 41,578
Gain on sale of equipment ................................. -- --
Issuance of warrants for advisory services ............... -- --
Minority interest .......................................... 3,537 --
(Increase) decrease in:
Consulting and license fees receivable ..................... (60,226) (47,427)
Management fee receivable from P.A.s ........................ (94,421) (179,015)
Other assets ................................................ (41,097) 17,367
Increase (decrease) in:
Accounts payable .......................................... 4,129 82,774
Other accrued liabilities ................................. -- 20,237
Accrued payroll and payroll related costs .................. 7,132 88,336
---------- -----------
Net cash (used in) provided by operating activities ...... (25,775) 83,461
---------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to property and equipment, net ..................... (4,444) (211,040)
(Advances made) payments received on notes receivable
from P.A.s ................................................ (15,034) 24,639
Investment in servicing agreements ........................... (1,167) --
---------- -----------
Net cash used in investing activities ..................... (20,645) (186,401)
---------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of mandatorily redeemable
preferred stock, net ....................................... -- --
Proceeds from issuance of common stock ..................... -- 20,020
Contribution from stockholder .............................. -- --
Proceeds on sales of equipment .............................. -- --
Payments of long-term debt ................................. -- (23,449)
Proceeds from issuance of long-term debt ..................... 50,459 --
Advances to P.A.s .......................................... -- (270,673)
Dividends ................................................... -- --
---------- -----------
Net cash provided by (used in) financing activities ...... 50,459 (274,102)
---------- -----------
Net (decrease) increase in cash and cash equivalents ...... 4,039 (377,042)
Cash and cash equivalents at beginning of period ............ 42,193 1,253,259
---------- -----------
Cash and cash equivalents at end of period .................. $ 46,232 $ 876,217
========== ===========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the year for income taxes .................. $ -- $ --
Cash paid during the year for interest ..................... $ 8,659 $ 6,809
Issuance of common stock for non cash consideration ......... $ -- $ --
Assumption of accounts payable and accrued liabilities
related to revision of management service agreements ...... $ -- $ --
Increase to redemption value of preferred stock ............ $ -- $ 10,500
Increase in cumulative preferred stock dividend ............ $ 60,000
Elimination of minority interest ...........................
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-6
<PAGE>

DENTAL CARE ALLIANCE, INC.
(SUCCESSOR TO GOLDEN CARE HOLDINGS L.C.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. OPERATIONS AND ORGANIZATION

Dental Care Alliance, Inc. ("DCA" or the "Company") was formed on October
23, 1996 with a nominal capital contribution, to effect a reorganization (the
"Reorganization") among DCA, Golden Care Holdings L.C. ("GCH"), the predecessor
entity, and its majority owned subsidiaries Golden Care Network, L.C.("GCN"),
and Prophet Management L.C. ("PM"). DCA and GCH completed the Reorganization on
October 25, 1996 by transferring substantially all of the assets, liabilities
and operations of GCH, GCN and PM to DCA. Concurrently, shares of DCA were
issued in exactly the same proportion as the shareholders of GCH.

As the shareholders of DCA and GCH, and their related ownership
percentages, were identical at the time of the Reorganization, the
Reorganization has been accounted for in a manner similar to a pooling of
interests. The effects of the Reorganization, resulting in the recording of a
charge to recognize deferred income taxes upon conversion to C corporation
status have been reflected in these financial statements.

GCH was incorporated in 1993 as a Florida Limited Liability Corporation
which held 99% of GCN and 90% of PM. Concurrent with the Reorganization, the
10% minority shareholder of PM transferred his ownership interest in the assets
of PM in exchange for 81,540 shares of the stock of DCA. These shares were
issued to the minority shareholder at fair market value of $1.53 per share as
determined by an independent third party appraisal of the common stock of the
Company as of this date. As a result of this transaction, $125,000 was
capitalized by DCA and is reflected as a component of intangible assets in the
underlying financial statements and is being amortized over 15 years. No step
up in basis for the 1% minority share of GCN has been reflected, as the
shareholders and shareholders' percentages of DCA and GCH were exactly the same
on the date of the Reorganization, and the fair value of the 1% ownership
interest is not material.

The Company and its predecessor provide management, consulting and
licensing services to dental practices in Florida and Michigan. The dental
practices are owned by separate Professional Associations (the "P.A.s"), and
the Company has entered into long-term Administrative Services Agreements
("Management Agreements") with the P.A.s to provide administrative, financial
and technical support and expertise to the P.A.s in exchange for management,
consulting and licensing fees, as described in Note 3.

Each P.A. employs and directs the professional dental staff, including the
dentists and hygienists, and provides all of the clinical services to the
patients. The Company employs and directs the administrative staff and manages
in collaboration with the P.A. owner, all of the remaining administrative,
financial, marketing and professional services of the practice. As of December
31, 1996, the Company provided these management services to 12 Managed Dental
Centers, all located in Florida. For the years ended December 1996, 1995 and
1994, of the 12, 9 and 7 Managed Dental Centers, 10, 6 and 1 centers were owned
and controlled by the same individual and resulted in $1,022,000, $288,000 and
$4,000 of the Company's management fees, respectively. As further described in
Note 3, these 10 Management Agreements were modified concurrent with the
Reorganization, in exchange for 81,540 shares of the Company and assumption of
the existing working capital liabilities of the P.A.s of $438,300. The fair
value of these shares ($125,000) and the working capital liabilities assumed
have been recorded as an intangible asset and are being amortized over the 25
year life of the agreements.

F-7
<PAGE>

DENTAL CARE ALLIANCE, INC.
(SUCCESSOR TO GOLDEN CARE HOLDINGS L.C.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

1. OPERATIONS AND ORGANIZATION--(CONTINUED)

The Company also provides consulting services to other P.A.s, under
contracts in which the P.A. employs the administrative staff. Under such
agreements, the Company reviews and consults on the financial and operational
efficiencies of the practices. These consulting agreements were originally held
by an entity which is approximately 80% controlled by the Company's President
and controlling shareholder (see Note 14 Subsequent Events). The 20% minority
shareholder assigned his interest in these agreements to the Company on October
25, 1996 in exchange for 40,770 shares of the Company's common stock which was
valued at $1.53 per share, as determined by an independent third party
appraisal. As a result of this transaction, $62,500 was capitalized and is
reflected as a component of intangible assets in the underlying financial
statements and is being amortized over the 8 year remaining life of these
agreements. As of December 31, 1996, the Company provided these consulting
services to 4 Managed Dental Centers, all located in Michigan (see Note 14,
Subsequent Events).

2. SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION/BASIS OF CONSOLIDATION. The accompanying
consolidated financial statements have been prepared on the accrual basis of
accounting and include only those operations which are under the ownership and
financial control of the Company. All intercompany accounts and transactions
have been eliminated in consolidation. The Company's predecessor subsidiaries
were consolidated for the years ended 1995 and 1994. Where the Company does not
have any ownership in or exercise control over the dentistry activities of the
P.A.s, the accompanying financial statements do not consolidate the results of
the P.A.s. Each P.A. transaction and relationship entered into is evaluated
based on its relevant facts and circumstances.

BASIS OF PRESENTATION--INTERIM FINANCIAL STATEMENTS (UNAUDITED). The
financial statements for the six months ended June 30, 1997 and 1996 are
unaudited and have been prepared by the Company. In the opinion of management,
all adjustments, consisting only of normal recurring adjustments, necessary to
present fairly the results of its operations for the six months ended June 30,
1997 and 1996 have been included herein. The results of operations for the six
month period are not necessarily indicative of the results for the full year.

STOCK SPLIT. On October 6, 1997, the Company's Board of Directors
authorized a 81.54 for 1 stock split (but has not yet become effective). The
increase in authorized shares and the stock split have been retroactively
reflected in these financial statements. The Company also authorized an
increase of its authorized common shares to 50 million.

UNAUDITED PRO FORMA NET INCOME PER SHARE. The Company's historical capital
structure is not indicative of its prospective structure due to the conversion
of preferred stock into common stock and the termination of the common stock
put rights that will occur concurrent with the closing of the Offering.
Accordingly, historical net income per share is not considered meaningful and
has not been presented herein.

Pro forma net income per share is based on the weighted average number of
common shares and dilutive common equivalent shares outstanding during the
periods. Pro forma net income per share also assumes the conversion of
preferred stock into common stock on the date of issuance and assumes the
issuance of all contingently issuable options. Common stock and common
equivalent shares issued

F-8
<PAGE>

DENTAL CARE ALLIANCE, INC.
(SUCCESSOR TO GOLDEN CARE HOLDINGS L.C.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

2. SIGNIFICANT ACCOUNTING POLICIES--(CONTINUED)

within one year prior to the filing of the Company's registration statement at
prices less than the initial public offering price have been included for all
periods presented using the treasury stock method.

EARNINGS PER SHARE. Had the effects of conversion of preferred stock into
common stock and elimination of put rights not been assumed, historical
earnings per share on a primary and fully diluted basis would have been as
follows. Fully diluted are consistent with primary earnings per share:

<TABLE>
<CAPTION>
FOR THE YEARS ENDED
----------------------------------------
1994 1995 1996
------------ ----------- -----------
<S> <C> <C> <C>
Primary Earnings Per Share ...... $ .02 -- $ .04
Weighted Average Shares ......... 4,773,071 4,773,071 4,773,071
</TABLE>

REVENUE RECOGNITION. The Company records its revenue in accordance with
Management Agreements and other consulting and licensing agreements further
described in Note 3.

ADVERTISING. The costs of advertising, promotion and marketing,
aggregating $18,902, $14,437, and $42,272 for the years ended December 31,
1994, 1995, and 1996, respectively, are expensed when incurred and are included
in general and administrative expenses.

FAIR VALUE OF FINANCIAL INSTRUMENTS. The estimated fair value of amounts
reported in the financial statements have been determined by using available
market information and appropriate valuation methodologies. The carrying value
of all current assets and current liabilities approximates fair value because
of their short-term nature. The carrying value of all non-current financial
instruments are considered to approximate fair value based on current market
rates and instruments with similar risks and maturities.

CASH AND CASH EQUIVALENTS. The Company considers all highly liquid
investments purchased with an original maturity of three months or less to be
cash equivalents.

CONSULTING AND LICENSING FEES RECEIVABLE. Consulting and licensing fees
receivable represents amounts owed to the Company from various P.A.s for
consulting and licensing fees provided under contracts. The Company reviews the
collectibility of its receivables related to consulting and license fees. This
review is based upon the cash flow of the P.A.s and the adequacy of the
collateral of the assets of the P.A.s.

MANAGEMENT FEE RECEIVABLE FROM P.A. Management fee receivable from P.A.
consists of amounts owed to the Company related to revenue recorded in
accordance with Management Agreements and is recorded based upon the net
realizable value of patient accounts receivables of the P.A.s. The Company
reviews the collectibility of the patient accounts receivables of the P.A.s and
adjusts its management fee receivable accordingly.

ADVANCES TO P.A.S. Advances to P.A.s consist of receivables from P.A.s in
connection with working capital advances made to affiliated practices. The
Company reviews the collectibility of its receivables related to advances to
P.A.s. This review is based upon the cash flow of the P.A.s, and the fair
market value of the collateral of the assets of the P.A.s. Commencing August
1997, under terms of a note agreement such advances are repayable under terms
calling for interest at 8%, maturing on

F-9
<PAGE>

DENTAL CARE ALLIANCE, INC.
(SUCCESSOR TO GOLDEN CARE HOLDINGS L.C.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

2. SIGNIFICANT ACCOUNTING POLICIES--(CONTINUED)

June 30, 1998. Any future advances will be due within 12 months of issuance at
8%, adjusted for any changes in the Company's borrowing note. All advances and
payables between P.A.'s under common ownership have a right of offset included
in the agreement.

NOTES RECEIVABLE FROM P.A.S. Notes receivable from P.A.s relate to
financing of capital improvements made by P.A.s covering certain medical and
non-medical assets. Notes receivables from P.A.s generally have terms of 2 to 5
years, are interest bearing with rates between 10% and 18.5% percent, and are
secured by the assets of the Managed Dental Center and personally guaranteed by
the P.A. owner.

PROPERTY AND EQUIPMENT. Property and equipment are stated at cost.
Expenditures for maintenance and repairs are charged to expenses as incurred
and expenditures for additions and betterments are capitalized. The cost of
assets sold or otherwise disposed of and the related accumulated depreciation
are eliminated from the accounts and any resulting gain or loss is reflected in
the statement of operations.

Depreciation is computed by using the straight-line method over the
estimated useful life of the asset, ranging from 3 to 10 years. Leasehold
improvements are amortized over their estimated useful life or the remaining
lease period, whichever is less.

INTANGIBLE ASSETS. Intangible assets includes certain organizational costs
associated with the incorporation of the Company and costs related to
consideration given to entities in exchange for (i) waiver by a minority
shareholder of any rights to receive management fees under certain management
agreements, (ii) revised terms to existing management service agreements and
(iii) the purchase of minority shareholder rights in PM. Intangible assets are
being amortized over periods of 8-25 years. Accumulated amortization related to
intangible assets was $4,167 and $7,146 at December 31, 1995 and 1996,
respectively.

CONTRIBUTION FROM SHAREHOLDER. Contribution from shareholder, net of
accretion to put value, in 1994 of $(36,921) relates to a cash contribution of
$88,750 reduced by $125,671 related to the value of the put option as an
increase in temporary equity and a reduction of additional paid-in capital.

STOCK BASED COMPENSATION. In October 1995 the Financial Accounting
Standards Board issued Statement of Financial Accounting Standards No. 123,
ACCOUNTING FOR STOCK-BASED COMPENSATION ("SFAS No. 123"), which is effective
for fiscal years beginning after December 15, 1995. Under SFAS No. 123, the
Company may elect to recognize stock-based compensation expense based on the
fair value of the awards or continue to account for stock-based compensation
under Accounting Principles Board Opinion No. 25 ACCOUNTING FOR STOCK ISSUED TO
EMPLOYEES ("APB No. 25") and disclose in the financial statements the effects
of SFAS No. 123 as if the recognition provisions were adopted. The Company has
elected to continue to account for its existing stock based compensation under
APB No. 25 and adopt the disclosure only requirements of SFAS No. 123. In the
event that the Company adopts a stock-based compensation plan for
non-employees, the Company will recognize such stock based compensation
expense, as well as shares contingently issuable to P.A.s in the event of an
initial public offering by the Company, under SFAS No. 123.

USE OF ESTIMATES. The preparation of financial statements in conformity
with generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported

F-10
<PAGE>

DENTAL CARE ALLIANCE, INC.
(SUCCESSOR TO GOLDEN CARE HOLDINGS L.C.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

2. SIGNIFICANT ACCOUNTING POLICIES--(CONTINUED)

amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the reported amounts of
revenues and expenses during the reporting period. Actual results could differ
from those estimates.

DEPENDENCE ON THE P.A.S. The Company receives fees for services provided
to the P.A.s under Management Agreements, and consulting and licensing
agreements, but does not employ dentists or control the practices of the
dentists employed by the P.A.s. The Company's revenue is dependent on revenue
generated by the P.A.s and in some cases the net profits, therefore, effective
and continued performance of the Managed Dental Centers during the term of the
Agreements is essential to the Company's long-term success.

The Management Agreements are generally for a term of 25 years beginning
on the effective date of each individual agreement and renewing each and every
year on the anniversary date of the subsequent year for a period of generally
25 years and may be terminated by the P.A., or the Company, under certain
events of default "with cause" as defined including a material default by or
bankruptcy of the Company. In the event of a material default by the P.A., or
its owner, the P.A. can sell the practice to a third party mutually agreed to
or sell its assets to the Company for a preset formula price and assign
ownership interest to a P.A. agreeable to all parties. In the event that the
proper notification is given to the Company, the P.A. can terminate the
agreement at any time without cause if it sells the practice and assigns the
agreement to another party to be approved by the Company. The sales price in
such event will be determined through negotiations among the selling P.A. and
the buyer. In no event can the Company replace the P.A. at will or for a
nominal fee, except in the event of default. Any material loss of revenue by
the P.A.s would have a material adverse effect on the Company, including the
P.A.s' ability to repay their indebtedness to the Company.

AFFILIATIONS WITH PRACTICES. During the three years ended December 31,
1994, 1995 and 1996 the Company affiliated with dental practices by executing
Management Agreements. In addition to the affiliation with the five existing
Managed Dental Centers, the Company executed two, four and four new Management
Agreements for the years ended December 31, 1994, 1995 and 1996, respectively.
Net practice revenues for these practices were approximately $210,000, $491,000
and $664,000, respectively, during these periods. During this same period, the
number of affiliations with dental practices that were terminated were 0, 2 and
1, respectively. Net practice revenues for these practices were approximately
$757,000 and $102,000, for the years ended December 31, 1994 and 1995,
respectively.

INTANGIBLES AND LONG LIVED ASSETS. The Company evaluates whether events
and circumstances have occurred that indicate the carrying amount of long-lived
assets may be impaired, by comparison of undiscounted cash flows from
operations with related carrying value of the assets. At December 31, 1996, the
unamortized balance of these assets are not considered to be impaired.

ADOPTION OF NEW ACCOUNTING STANDARDS. In February, 1997, the Financial
Accounting Standards Board issued Statement No. 128 "Earnings Per Share" ("SFAS
No. 128"), which replaces the presentation of primary EPS with basic EPS and
requires diluted EPS be presented for entities with complex capital structures.
This Statement is effective for fiscal periods ending after December 15, 1997
and early application is not permitted. Under SFAS No. 128 reporting
requirements, basic and fully diluted EPS on a pro forma basis would have been
$.04 and $.03 per share, respectively, for the year ended December 31, 1996 and
$.01 and $.01 per share, respectively, for the six month period ended June 30,
1997.

F-11
<PAGE>

DENTAL CARE ALLIANCE, INC.
(SUCCESSOR TO GOLDEN CARE HOLDINGS L.C.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

2. SIGNIFICANT ACCOUNTING POLICIES--(CONTINUED)

INCOME TAXES AND PRO FORMA INCOME TAXES. Upon its incorporation on October
23, 1996, as described in Note 1, the Company terminated its predecessor status
as a Limited Liability Corporation and is now subject to federal income taxes.
As such, the financial statements in 1996, 1995 and 1994 include a pro forma
adjustment for income taxes as if the Company had been treated as a C
Corporation. The effective rate utilized approximates the combined statutory
federal and state income tax rate, net of the tax effects of minority interest
in current earnings. Effective October 25, 1996, the Company accounted for
income taxes under the liability method in accordance with Statement of
Financial Accounting Standards, NO. 109, ACCOUNTING FOR INCOME TAXES ("SFAS No.
109").

Due to the conversion of the preferred stock into common stock and the
termination of the common stock put rights that will occur concurrent with the
closing of the Offering, pro forma net income per share is computed using the
pro forma net income of the Company before deductions for the adjustment in
redemption value of the common and preferred securities and preferred stock
dividends.

PRO FORMA BALANCE SHEET--UNAUDITED. The pro forma balance sheet as of June
30, 1997 is presented to give effect for the anticipated initial public
offering of the Company's securities at which time the amount ascribed to
common stock put rights will be returned to permanent net equity upon
consummation of the initial public offering and mandatorily redeemable
preferred stock will be converted to common stock of the Company. The pro forma
balance sheet does not contain the proceeds estimated to be received by the
Company upon consummation of the Offering.

3. REVENUE RECOGNITION

MANAGEMENT FEES. Management fees represents revenue earned from managed
dental practices less amounts retained by the practices for those P.A.s where
the Company provides management services.

The Company earns management fees from the P.A.s under two types of
contracts: net revenue and net profits. Under the net revenue contracts,
management fees are equal to 74% of the patient revenues earned by the P.A.
Such contracts also stipulate that the Company must pay certain expenses, as
defined by the Management Agreement. Under the net profits contracts,
management fees are equal to between 50% and 90% of the practice's net profits,
as defined. Net profit is calculated by subtracting practice expenses (which
constitutes both dental and non-dental expenses), excluding depreciation and
amortization, from net practice revenue. Contractual revenues and related
expenses have, for purposes of the accompanying financial statements, been
reflected on an accrual basis.

The amounts contractually retained by the practices under net revenue
contracts are intended to cover amounts incurred for (1) salary and benefits to
employ the dentists, hygienists and contracted specialists; (2) licensing fees
to be paid to the Company; (3) debt and asset carrying costs on the acquisition
of the practices; and (4) any other direct costs to the P.A. not covered under
the Management Agreement.

The revised structure of the P.A. contracts is designed to provide the PA
with the opportunity to achieve profits over the term of the contract, as well
as to allow for incentives for the P.A. owners and

F-12
<PAGE>

DENTAL CARE ALLIANCE, INC.
(SUCCESSOR TO GOLDEN CARE HOLDINGS L.C.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

3. REVENUE RECOGNITION--(CONTINUED)

dental professionals to increase productivity and the number of patient
encounters, to improve the documentation of their services so that appropriate
billings can be rendered and to increase the opportunity for dental
professionals other than dentists to provide services.

Effective October 1996, the Company revised the term of all of its 12 then
existing Management Agreements such that the Company is responsible for the
payment of all non-professional expenses of the Managed Dental Centers. Ten
Management Agreements were also revised to base the Company's management fee
from a percentage of net profits at each PA to a percentage of net patient
revenue from each PA and two Management Agreements were modified to assign
additional responsibilities to the Company. Accordingly, prior to these
revisions to such 12 Management Agreements, all non-professional expenses of
the Managed Dental Centers and related revenues were reflected in each PA's
financial statements. See "Management's Discussion and Analysis of Financial
Condition and Results of Operations." The Company expects to primarily utilize
net revenue contracts in the future. Management fees for the remaining two
Managed Dental Centers under the net profits contracts are calculated based
upon 50%--55% of net profits.

The PA located in Port Charlotte, Florida has the right to terminate its
Management Agreement during a 90-day period beginning in October 1998. The two
Management Agreements on a net profits basis expire in 2003.

F-13
<PAGE>

DENTAL CARE ALLIANCE, INC.
(SUCCESSOR TO GOLDEN CARE HOLDINGS L.C.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

3. REVENUE RECOGNITION--(CONTINUED)

The following table sets forth the gross practice revenue earned and
amounts retained by the P.A.s, and the management fees earned by the Company
for the periods ended:

<TABLE>
<CAPTION>
DECEMBER 31,
-------------------------------------- JUNE 30,
1994 1995 1996 1997
------------ ------------ ------------ -----------
<S> <C> <C> <C> <C>
COMMONLY CONTROLLED P.A.S--NET REVENUE CONTRACTS
(10/26/96-12/31/96) (NON-TERMINATED):
Net practice revenue .............................. $ -- $ -- $ 725,215 $2,699,551
Amounts contractually retained by the P.A.s ......... -- -- 188,554 701,884
----------- ----------- ----------- -----------
Management fees .................................... $ -- $ -- $ 536,661 $1,997,667
=========== =========== =========== ===========
COMMONLY CONTROLLED P.A.S--NET PROFIT CONTRACTS
(1/1/94-10/25/96) (NON-TERMINATED):
Net practice revenue .............................. $ 75,292 $1,115,011 $3,290,171 $ --
Amounts contractually retained by the P.A.s ......... 71,825 983,864 2,820,871 --
----------- ----------- ----------- -----------
Management fees .................................... $ 3,467 $ 131,147 $ 469,300 $ --
=========== =========== =========== ===========
ALL OTHER P.A.S (ALL UNDER NET PROFIT CONTRACTS)
(NON-TERMINATED):
Net practice revenue .............................. $2,268,875 $2,454,859 $1,459,121 $ 829,691
Amounts contractually retained by the P.A.s ......... 1,838,013 2,169,545 1,178,370 355,599
----------- ----------- ----------- -----------
Management fees .................................... $ 430,862 $ 285,314 $ 280,751 $ 474,092
=========== =========== =========== ===========
TERMINATED CONTRACTS (ALL UNDER NET PROFIT CONTRACTS):
Net practice revenue .............................. $1,359,263 $ 945,149 $ 101,552 $ --
Amounts contractually retained by the P.A.s ......... 1,120,288 847,905 98,436 --
----------- ----------- ----------- -----------
Management fees .................................... $ 238,975 $ 97,244 $ 3,116 $ --
=========== =========== =========== ===========
ALL P.A.S COMBINED:
Net practice revenue .............................. $3,703,430 $4,515,019 $5,576,059 $3,529,242
Amounts contractually retained by the P.A.s ......... 3,030,126 4,001,314 4,286,231 1,057,483
----------- ----------- ----------- -----------
Management fees .................................... 673,304 513,705 1,289,828 2,471,759
=========== =========== =========== ===========
Managed dental center expenses ..................... -- -- 603,138 2,023,933
----------- ----------- ----------- -----------
Net management fees .............................. $ 673,304 $ 513,705 $ 686,690 $ 447,826
=========== =========== =========== ===========
</TABLE>
Had the net profits method been in effect for all of fiscal 1996,
management fees would have been $708,336. Had the contracts and methods in
effect at the end of the year been in effect for all of fiscal 1996, management
fees would have been as follows:

<TABLE>
<S> <C>
Management fees ..................... $4,270,410
Managed dental center expenses ...... 3,303,710
-----------
Net management fees ............... $ 966,700
===========
</TABLE>

For 1994 and 1995, net management fees for practices under contract at
December 31, 1996 would have been approximately $1,500 higher and $30,200
lower, respectively, had the contracts and methods in effect at the end of the
year been in effect for all of such periods.

F-14
<PAGE>

DENTAL CARE ALLIANCE, INC.
(SUCCESSOR TO GOLDEN CARE HOLDINGS L.C.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

3. REVENUE RECOGNITION--(CONTINUED)

CONSULTING AND LICENSING FEES. Consulting fees related to training of
personnel and other administrative services are performed by the Company for
four Managed Dental Centers which are not serviced under the Management
Agreements (see Note 14, Subsequent Events).

The Company also provides separate licensing services to the 16 Managed
Dental Centers. The licensing agreements typically have terms of 8-25 years, in
exchange for an annual fee from each practice of approximately $9,600-$12,000
per year. As part of the licensing agreements, the Company will solicit and
negotiate managed care contracts for the practices and provide opportunities
for the licensed practices to participate in group purchasing and marketing
plans.

4. PROPERTY AND EQUIPMENT

Property and equipment consists of the following:

<TABLE>
<CAPTION>
1995 1996
------------ ------------
<S> <C> <C>
Leasehold improvements ............ $ 45,027 $ 45,027
Office equipment .................. 20,455 24,900
Vehicles ........................... 13,901 13,901
--------- ---------
79,383 83,828
Less accumulated depreciation ...... (28,089) (43,598)
--------- ---------
$ 51,294 $ 40,230
========= =========
</TABLE>

Depreciation expense for the periods ended December 31, 1994, 1995, and
1996 was $15,150, $17,939, and $15,508, respectively.

5. OPERATING LEASES

The Company leases office space for its corporate offices and, under the
terms of certain Management Agreements, certain non-dental assets on behalf of
its Managed Dental Centers.

Future minimum lease payments under these agreements as of December 31,
1996 are:

Operating lease expense for the periods ended December 31, 1994, 1995, and
1996 was $28,104, $48,079, and $47,725, respectively.

F-15
<PAGE>

DENTAL CARE ALLIANCE, INC.
(SUCCESSOR TO GOLDEN CARE HOLDINGS L.C.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

6. DEBT

Long-term debt consists of the following:

<TABLE>
<CAPTION>
1995 1996
---------- ---------
<S> <C> <C>
Note payable to financial institution, interest at prime plus 1% (9.5%
and 9.25% at December 31, 1995 and 1996, respectively), principal
and interest payable monthly, maturing in October 1999, secured by
dental equipment and the other business assets of the Company ............ $ 78,834 $57,805
Note payable to financial institution, interest at prime plus 1% (9.5%
and 9.25% at December 31, 1995 and 1996, respectively), principal
and interest payable monthly, maturing in August 1999, unsecured ......... 76,667 53,017
$60,000 line of credit to financial institution, secured principal payable
due on demand, interest paid quarterly at 9.25% per year until first
change date then rate will be prime plus 1%, guaranteed by the
Company's President and Chief Executive Officer ........................ -- 57,260
$40,000 line of credit to financial institution maturing March 26, 1997,
secured by a money market account of the Company's President and
Chief Executive Officer, principal due on demand, interest paid
quarterly at 7.25% per year until first change date than rate will be
prime plus 1% ............................................................ -- 39,899
Other ..................................................................... 8,244 6,021
--------- ---------
163,745 214,002
Less current portion ...................................................... 56,138 173,652
--------- ---------
$107,607 $40,350
========= =========
</TABLE>

Both lines matured in March 1997, continue to be funded and are due on
demand under substantially the same terms and conditions.

Future debt payments as of December 31, 1996 are:

7. INCOME TAXES

As described in Note 1, during fiscal 1994, 1995 and through October 23,
1996, the Company consisted of a group of Limited Liability Corporations
("LLCs") with one subsidiary operating as a C Corporation in 1994. As such, the
consolidated accounts reflect a tax provision in 1994 only for the operations
of the C Corporation. Because the operations of the C Corporation were assigned
to one of the LLCs in late 1994 no tax provision is reflected in 1995. As a
result of the Reorganization on October 23, 1996, a deferred tax liability of
$17,500, included in other current liabilities, was established

F-16
<PAGE>

DENTAL CARE ALLIANCE, INC.
(SUCCESSOR TO GOLDEN CARE HOLDINGS L.C.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

7. INCOME TAXES--(CONTINUED)

to account for the differences between the book and tax basis of assets,
primarily property and equipment, at the time of conversion from a limited
liability corporation to a C Corporation. This deferred tax liability at
December 31, 1996 was adjusted to $15,600 as a result of changes in the book
and tax basis during the two months ended December 31, 1996.

The provision for income tax related to the C Corporation for the period
October 23, 1996 through December 31, 1996 consists of the following:

<TABLE>
<S> <C>
Current:
Federal ............... $17,000
State ............... 2,900
Deferred--Federal ...... 15,600
--------
Total .................. $35,500
========
</TABLE>

The Company's effective tax rate of 38% (for the two month period ended
December 31, 1996) is greater than the federal statutory rate of 34% primarily
due to the impact of state income taxes, net of federal tax benefit.

A pro forma provision for income taxes for the periods ended December 31,
1994, 1995 and through October 23, 1996 has been included in the financial
statements to reflect net income had it been calculated on a basis of a C
Corporation, based on the combined statutory federal and state income tax rates
for those periods, adjusted for minority interest.

8. MANDATORILY REDEEMABLE PREFERRED STOCK AND COMMON STOCK

MANDATORILY REDEEMABLE PREFERRED STOCK. On October 25, 1996, the Company
executed a subscription agreement which provided for the issuance of $1.5
million (15,000 shares at $100/share) in mandatorily redeemable preferred
stock. Under the terms of that agreement, $500,000 of preferred stock was
issued on October 25, 1996 and $1,000,000 was issued on December 31, 1996.
Proceeds of this issuance are reflected net of $105,000 of related offering
costs paid under the advisory agreement described in Note 10.

The Company had authorized 15,000 shares of Series A Convertible Preferred
Stock with a par value of $0.01 per share. The preferred stock accrues
cumulative dividends at $8/share, has voting and preemptive rights, adjustments
for dilutive effects and liquidation preferences equal to $100/share plus
accrued unpaid dividends. Dividends are payable in cash or, at holders' option,
one-half in cash and one-half in common stock. Prior to the earlier of (i) a
qualified initial public offering ("IPO") or (ii) April 25, 1998 (collectively
the "Reset Period"), each share of the preferred stock is convertible into
43.6239 shares of common stock, unless the Company's annual revenue (based upon
the two most recent quarters prior to an IPO) equals or exceeds $15 million
("Revenue Factor"). Subsequent to the Reset Period, or in the event the revenue
factor exceeds $15 million, the conversion ratio is reduced to 29.1098 shares
of common stock. All of the outstanding preferred stock converts into common
stock ("mandatory conversion") upon either an IPO or, at the Company's option,
upon a default as further defined in the agreement, in accordance with the
ratios described above. Also in connection with the Preferred Stock Sale, the
Company agreed to indemnify the Stockholders against certain claims and
liabilities, including claims and liabilities arising under the securities
laws.

F-17
<PAGE>

DENTAL CARE ALLIANCE, INC.
(SUCCESSOR TO GOLDEN CARE HOLDINGS L.C.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

8. MANDATORILY REDEEMABLE PREFERRED STOCK AND COMMON STOCK--(CONTINUED)

Anytime after October 25, 2001, the preferred stockholder, or anytime
after October 25, 2002, the Company may compel the redemption, for cash, of all
or any of the outstanding preferred stock. The preferred stock shall be
redeemed at $100/share plus accrued unpaid dividend. The redemption price is
payable over a two year period from the date of redemption, with payment in
four equal semi-annual installments without interest. The terms of the
preferred stock also provide for mandatory redemption by the holders in the
event the Corporation has undertaken certain defined actions or transactions
deemed unfavorable to the holders. The Company is accreting from the issuance
price less related offering costs to the stated redemption value of $1.5
million over the five year holding period to October 2001.

COMMON STOCK WITH PUT RIGHTS. In January 1994, GCH sold to a third party
an owners interest equivalent to 13%. In connection with the sale of this
owners interest, the owner became a director of the Company and the Company
attached certain put rights which are exercisable after January 1, 2001 if the
Company has not completed a public offering of its common stock by that date.
The per share price applicable to the "put rights" is 6 times pre-tax net
income for the calendar year immediately preceding the exercise of the put
times the ownership percentage that will be put back to the Company.

Concurrent with the Reorganization, this ownership interest was converted
to 530,010 shares of common stock of the Company with put rights which are
equivalent to those described above. As of December 31, 1995 and 1996 the
redemption value of these put rights has been reclassified to temporary equity,
from permanent equity on the Company's balance sheet.

9. EMPLOYEE BENEFITS

On January 26, 1994 and October 25, 1996, the Company issued to one of its
officers warrants to purchase 81,540 shares of stock (at each grant date), with
an exercise price at the then fair market value (aggregate value of $147,768
and $125,000 respectively) of the stock, as determined by an independent third
party appraisal. The options granted in January 1994 vest ratably over a period
of three years from the grant date. Of the October 1996 warrants, 61,155 shares
vested upon grant date and the remaining 20,385 shares vested in January 1997.
All such warrants were exercised in February 1997, and the exercise price was
funded by an interest bearing note from the Company. This interest bearing note
has been offset against additional paid-in capital in shareholders' equity at
June 30, 1997.

On January 21, 1997, the Company issued a stock option for 49,576 shares
of stock to another officer of the Company which are exercisable, in whole or
in part, immediately. The exercise price is fair market value on the grant date
($1.53 per share). In no event shall this option be exercisable after January
21, 2002.

F-18
<PAGE>

DENTAL CARE ALLIANCE, INC.
(SUCCESSOR TO GOLDEN CARE HOLDINGS L.C.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

9. EMPLOYEE BENEFITS--(CONTINUED)

The following table summarizes the Company's stock option activity:

<TABLE>
<CAPTION>
NUMBER OF WEIGHTED AVERAGE FAIR VALUE OF
SHARES EXERCISE PRICE OPTIONS GRANTED
----------- ------------------ ----------------
<S> <C> <C> <C>
Outstanding at December 31, 1993 ...... -- --
Exercisable at December 31, 1993 ...... -- --
Granted during 1994 .................. 81,540 $1.81 $1.61
Exercised during 1994 .................. -- --
Outstanding at December 31, 1994 ...... 81,540 $1.81
Exercisable at December 31, 1994 ...... 20,385 $1.81
Granted during 1995 .................. 137,803 $1.74 $1.55
Exercised during 1995 .................. -- $ --
Outstanding at December 31, 1995 ...... 219,343 $1.77
Exercisable at December 31, 1995 ...... 125,572 $1.77
Granted during 1996 .................. 81,540 $1.53 $1.36
Exercised during 1996 .................. -- $ --
Outstanding at December 31, 1996 ...... 300,883 $1.70
Exercisable at December 31, 1996 ...... 207,112 $1.70
Granted during 1997 .................. 49,576 $1.53 $1.37
Exercised during 1997 .................. 247,882 $1.70
Outstanding at June 30, 1997 ......... 102,577 $1.64
Exercisable at June 30, 1997 ......... 49,576 $1.53
</TABLE>

The following table summarizes the stock options outstanding and
exercisable at December 31, 1996 and June 30, 1997:

<TABLE>
<CAPTION>
OUTSTANDING EXERCISABLE
-------------------------------------- ---------------------
WEIGHTED
AVERAGE WEIGHTED WEIGHTED
RANGE OF NUMBER REMAINING AVERAGE NUMBER AVERAGE
EXERCISE OF CONTRACTUAL EXERCISE OF EXERCISE
PRICE OPTIONS LIFE PRICE OPTIONS PRICE
------------- --------- ------------- ---------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
December 31, 1996 ...... $1.53-$1.81 300,883 4 months $1.70 207,112 $1.70
June 30, 1997 ......... $1.53-$1.74 102,577 5 months $1.64 49,576 $1.53
</TABLE>

F-19
<PAGE>

DENTAL CARE ALLIANCE, INC.
(SUCCESSOR TO GOLDEN CARE HOLDINGS L.C.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

9. EMPLOYEE BENEFITS--(CONTINUED)

The Company has adopted the disclosure only provisions of SFAS No. 123 for
employee options. Accordingly, no compensation expense has been recognized for
its stock option plan(s). In the event that options contingent upon an initial
public offering are issued to certain P.A.s (see Note 14), such options will be
accounted for under SFAS No. 123. Had compensation cost for the stock option
plan(s) been determined based on the fair value at the date of grant for awards
in 1994, 1995 and 1996 and the six month period ending June 30, 1997 consistent
with the provisions of SFAS 123, the Company's net income and earnings per
share would approximate the following pro forma amounts:

<TABLE>
<CAPTION>
SIX MONTHS ENDED
YEAR ENDED DECEMBER 31, JUNE 30,
-------------------------------------- -----------------
1994 1995 1996 1997
--------- ------------- ---------- -----------------
<S> <C> <C> <C> <C>
Pro forma net income (loss) ......... $66,621 $(16,593) $141,304 $51,426
======== ========= ========= ========
Pro forma net income per share ...... $ .03 $ .01
========= ========
</TABLE>

The fair value of each option grant is estimated on the date of grant
using the minimum value method with the following weighted average assumptions:
no dividend yield, no expected volatility, risk-free interest rates ranging
from 5.53%--6.23%, and average expected lives of two years.

10. ADVISORY SERVICES

The Company entered into an exclusive corporate development advisory
agreement (the Agreement) in September 1995 under which the Company is
committed to the following:

A retainer each quarter equal to the greater of $4,000 or 6 percent of the
Company's quarterly income before income tax expenses in excess of $75,000
beginning February 1, 1996 which is recorded as a component of general and
administrative expenses.

In addition, the Company granted the corporate development advisors (the
"Advisors") warrants to purchase an (84,802 shares) ownership interest at a
exercise price of $20,000 for services rendered in connection with business
development and other financial management advisory services. The warrants were
granted below fair market value and accordingly, the Company has recognized a
charge of $127,768 and has recorded the warrants as a component of
shareholders' equity. These warrants were exercised in June 1997. Furthermore,
upon the occurrence of an M&A Transaction, as defined in the Agreement, the
Advisor is entitled to a fee of $100,000 and five year warrants to purchase a
number of shares of common stock equal to $250,000 divided by the lesser of 80
percent of the price per share of the transaction, as defined, or $20 million
divided by the number of fully diluted shares outstanding just prior to the M&A
Transaction.

The Agreement was amended on April 25, 1996 to provide for payment of fees
in relation to Capital Raising Transactions, as defined, of between 4% and 7%
of the proceeds. As a result of the issuance of the mandatorily redeemable
preferred stock described in Note 8 a fee of $105,000 was paid to the advisor.
Upon consummation of an Offering, the Company has committed to pay the Advisors
a fee of $100,000 and to issue a 5 year warrant to purchase a number of shares
of common stock equal to $350,000 divided by the offering price of the common
stock, at an exercise price equal to the offering price, if and when an
Offering is completed. In August 1997, the Company agreed to issue warrants to

F-20
<PAGE>

DENTAL CARE ALLIANCE, INC.
(SUCCESSOR TO GOLDEN CARE HOLDINGS L.C.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

10. ADVISORY SERVICES--(CONTINUED)

the Advisors to purchase 53,001 shares of common stock at an exercise price of
$92,355, which will vest only upon the completion of an Initial Public Offering
(Offering) for services rendered in connection with the Offering. The agreement
for these warrants also provides that the Advisor will receive the earlier of
the M&A fees and warrants or the Offering fees and warrants, not both. The fair
value of these warrants which is anticipated to be significantly in excess of
$100,000, less the related exercise price, are anticipated to be offset against
the proceeds of the related Offering.

11. RELATED PARTY TRANSACTIONS

The Company's President, Chief Executive Officer and majority shareholder
owns or controls entities which do business with the Company or its Managed
Dental Centers. The Managed Dental Centers incurred rent totaling $77,671 and
$87,756 for the years ended December 31, 1994 and 1995, respectively, and
$90,092 for the ten months ended October 31, 1996, payable to such entities.
The Company incurred rent of $18,018 for the two months ended December 31, 1996
payable to such entities. During 1996, the Company paid for, in the form of
advances to the Company's President, certain laboratory costs of a related
party. This amount of $60,000, which is personally guaranteed by the Company's
President, has been reflected in other assets at December 31, 1996 as such
amounts have been structured as a demand note. The Managed Dental Centers have
also incurred capital lease obligations payable to a related entity owned 33%
by the Company's President totaling approximately $119,000 and $108,000 as of
December 31, 1995 and 1996, respectively. Such leases are obligations of the
Managed Dental Centers and not of the Company. Interest expense on such
obligations was approximately $0, $16,000, and $21,000 for the years ending
December 31, 1994, 1995, and 1996, respectively.

12. CONCENTRATIONS OF CREDIT RISK

As described in Note 1, a majority of the Managed Dental Centers are owned
by PAs commonly controlled by the same individual. All P.A.s and the commonly
controlled P.A.s are indebted to the Company as follows:

<TABLE>
<CAPTION>
DECEMBER 31, 1996 JUNE 30, 1997
------------------- --------------
FINANCIAL FINANCIAL
STATEMENT STATEMENT
BALANCE BALANCE
------------------- --------------
<S> <C> <C>
TOTAL ALL P.A.S:
Consulting and license fees receivable .................. $ 59,000 $ 58,352
Management fee receivable from P.A.s ..................... 397,441 576,456
Advances to P.A.s ....................................... 16,454 287,127
Current portion of long-term notes receivable ............ 68,460 73,266
Long-term notes receivable from P.A.s,
less current portion .................................... 129,935 100,490
Consulting and license fees receivable, non current ...... 251,925 300,000
--------- -----------
$923,215 $1,395,691
========= ===========
AMOUNT OWED BY THE COMMONLY CONTROLLED P.A.S: ............ $647,251 $1,035,061
========= ===========
</TABLE>

This individual has personally guaranteed this indebtedness in the event
the receivable cannot be paid by the P.A.s and pledged the ownership interest
rights of P.A.s subordinate to acquisition debt.

F-21
<PAGE>

DENTAL CARE ALLIANCE, INC.
(SUCCESSOR TO GOLDEN CARE HOLDINGS L.C.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

12. CONCENTRATIONS OF CREDIT RISK--(CONTINUED)

This represents a concentration of credit risk and exposes the Company to risk
of loss for these amounts should the P.A.s and the individual be unable to pay
its debts. Relevant financial data on this P.A.'s practices and the Company's
commitments on behalf of other P.A.s for each period end are as follows:

<TABLE>
<CAPTION>
SIX MONTHS ENDED
FOR THE YEAR ENDED DECEMBER 31, JUNE 30,
--------------------------------------- -----------------
1994 1995 1996 1997
--------- ------------ ------------ -----------------
<S> <C> <C> <C> <C>
Net practice revenue ......... $75,292 $1,115,011 $4,116,938 $2,699,551
Amounts contractually retained
by the P.A. ............... 71,825 983,864 3,107,861 701,884
-------- ----------- ----------- -----------
Management fees ............ $ 3,467 $ 131,147 $1,009,077 $1,997,667
======== =========== =========== ===========
</TABLE>

Additionally, the Company's President, Chief Executive Officer and
majority shareholder has guaranteed (subordinate to the pledge of assets of the
practice and the guarantee of the P.A. and its owner) a portion of the
financing related to the Managed Dental Centers which are owned and controlled
by one of the P.A.s. As of December 31, 1996, this amount was approximately
$1,259,000. During the period ended June 30, 1997, the Company guaranteed
(subordinate to the pledge of assets of the practice and the guarantee of the
P.A. and its owner) a portion of the financing ($450,000) related to the
Managed Dental Center which is owned and controlled by one of the P.A.s.

13. COMMITMENTS AND CONTINGENCIES

The Company has entered into employment agreements with three of its
officers, one of whom is also the majority shareholder of the Company. The
terms of the agreements are from four to five years and initially expire in
1998 and 2001.

The Company has entered into a staff leasing agreement whereby all of the
Company's corporate employees and, on behalf of the Managed Dental Centers, all
of the non-dental employees of the Dental Centers are leased. The lease
provides for a 30 day cancellation period by the Company.

14. SUBSEQUENT EVENTS

NON-DENTAL ASSET ACQUISITIONS AND MANAGEMENT CONTRACTS

In April 1997, the Company acquired approximately $200,000 of non-dental
assets and executed a 25 year Administrative Services Agreement with a dental
practice located in Temple Terrace, Florida. As part of the debt guaranty for
the P.A. owner, the Company has pledged as collateral the non-dental assets
acquired. Unaudited net practice revenue of the dental practice was
approximately $950,000 for the year ended December 31, 1996. The Management
Agreement executed is a net revenue contract. The P.A. owner had eleven P.A.s
under contract with the Company at the date of this transaction. In connection
with the execution of this Management Agreement, the Company has agreed to
issue options of common stock to the P.A. owner in the amount of $82,000, at an
exercise price equal to the IPO price, when and if an Offering is completed,
exercisable for a period of six months.

In July 1997, the Company's President and controlling shareholder acquired
approximately $2.4 million of non-dental assets and concurrently, the Company
executed a 25 year Management

F-22
<PAGE>

DENTAL CARE ALLIANCE, INC.
(SUCCESSOR TO GOLDEN CARE HOLDINGS L.C.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

14. SUBSEQUENT EVENTS--(CONTINUED)

Agreement with the dental practice located in Flint, Michigan. Unaudited net
practice revenue of the dental practice was approximately $4 million for the
period ended December 31, 1996. The Management Agreement executed is under the
net revenue contract. On September 30, 1997, the Company's President and
controlling shareholder sold his interest in the Flint practice to the minority
shareholder of the Flint P.A.

In July 1997, the Company acquired four Management Agreements for
$846,000, including settlement of outstanding receivables for consulting
services of $300,000, wherein it will provide management services to the
related practices for 8 years. The P.A.s were previously subject to consulting
and licensing agreements. The acquired Administrative Service Agreements are
executed under the net revenue contract. Unaudited net practice revenue of the
dental practice was approximately $3.4 million for the period ended December
31, 1996. The Company had previously recognized revenue of $40,000 in 1994,
$160,000 in 1995, $160,000 in 1996 and $53,000 for the six months ended June
30, 1997 for consulting and licensing services. The Company has agreed to
subcontract the day to day management of these four practices for eighty
percent of the net profits of the P.A., subject to certain adjustments to a
Michigan based company owned by the P.A. owner resulting, in effect, in the
acquisition of a 20% interest in the "net profits," as defined. The Company
will continue to receive license fees of $40,000 per year. The owner of the
P.A. does not own any other P.A.s currently under Management Agreements. The
subcontracting arrangement had no effect on the revenues and net profits
recognized from the related P.A.s.

In August 1997, the Company acquired approximately $175,000 of non-dental
assets and executed a 25 year Management Agreement with a dental practice
located in Tallahassee, Florida. Unaudited net practice revenue of the dental
practice was approximately $900,000 for the year ended December 31, 1996. The
P.A. owner had 12 P.A.s under contract with the Company at the date of this
transaction. The Management Agreement executed is a net revenue contract. In
connection with the execution of this Management Agreement, the Company has
agreed to issue options for common stock to the P.A. owner in the amount of
$131,250 at an exercise price equal to the IPO price, when and if an Offering
is completed, exercisable for a period of six months.

In September 1997, the Company acquired non-dental assets of $120,000 and
executed a 25 year Management Agreement with a dental practice located in St.
Petersburg, Florida. Unaudited practice revenue of the dental practice was
approximately $400,000 for the year ended December 31, 1996. The new PA owner
had 13 P.A.s under contract with the Company at the date of the transaction.
The Management Agreement executed is a net revenue contract.

FINANCING

In August 1997, the Company entered into two revolving lines of credit
with a financial institution which provides for an aggregate of $1.2 million.
The Company may use up to $600,000 for the purchase of non-dental assets of
dental centers provided each borrowing is repaid within 45 days of draw down.
The remaining $600,000 may be used for general working capital needs. The
revolving lines of credit bear interest at prime plus .75% and is payable on
June 1, 1998, and contain limitations on acquisition activity without prior
approval.

F-23
<PAGE>

DENTAL CARE ALLIANCE, INC.
(SUCCESSOR TO GOLDEN CARE HOLDINGS L.C.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

14. SUBSEQUENT EVENTS--(CONTINUED)

OMNIBUS EXECUTIVE INCENTIVE COMPENSATION PLAN.

Concurrent with the consummation of an Offering the Company anticipates
establishing an Omnibus Executive Incentive Compensation Plan (the "Plan")
which is designed to attract and retain executives, directors, and independent
contractors ("Participants"). However the Company is under no obligation to
establish such a plan. Management anticipates that any such options granted to
non-employees will be accounted for under FAS No. 123.

NON-QUALIFIED STOCK OPTION PLAN

Concurrent with the consummation of the Offering, the Company anticipates
establishing a stock option plan which is designed to assist the P.A.s in
attracting, retaining and properly motivating dentists and other employees of
P.A.s under contract. However the Company is under no obligation to establish
such a plan. Management anticipates that all such options will be accounted for
under FAS No. 123.

In connection with entering into the Temple Terrace, Florida and
Tallahassee, Florida Management Agreements the Company has agreed to issue to
the P.A. physician employees options to purchase 10,000 shares of stock, in the
aggregate, vesting over a 5 year period, expiring 10 years from grant date at
an exercise price equal to the IPO price, when and if an offering is completed
and certain performance based award of shares as determined at varying levels
of collected revenue, as set forth in the employment agreement. Issuance of all
such options are conditioned on the Company establishing the non-qualified
stock option plan.

F-24
<PAGE>

===============================================================================
NO DEALER, SALESPERSON OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS IN
CONNECTION WITH THIS OFFERING, AND, IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE
COMPANY, THE SELLING STOCKHOLDERS OR THE UNDERWRITERS. THIS PROSPECTUS DOES NOT
CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY SECURITIES
OTHER THAN THE REGISTERED SECURITIES TO WHICH IT RELATES, OR AN OFFER TO SELL
OR SOLICITATION OF AN OFFER TO BUY SUCH SECURITIES IN ANY JURISDICTION WHERE,
OR TO ANY PERSON TO WHOM, IT IS UNLAWFUL TO MAKE SUCH AN OFFER OR SOLICITATION.
NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL,
UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE
IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF OR THAT THE INFORMATION
CONTAINED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE HEREOF.
------------
TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
--------
<S> <C>
Prospectus Summary ........................ 3
Risk Factors .............................. 8
The Company .............................. 18
Relationship Between the Company
and the PAs ........................... 18
Use of Proceeds ........................... 19
Dividend Policy ........................... 19
Dilution ................................. 20
Capitalization ........................... 21
Selected Consolidated Financial Data ...... 22
Management's Discussion and Analysis
of Financial Condition and Results
of Operations ........................... 24
Business ................................. 30
Management ................................. 44
Principal and Selling Stockholders ......... 49
Certain Transactions ..................... 50
Description of Capital Stock ............... 52
Shares Eligible for Future Sale ............ 56
Underwriting .............................. 57
Legal Matters .............................. 59
Experts .................................... 59
Available Information ..................... 59
Index to Financial Statements ............ F-1
</TABLE>

UNTIL , 1997 (25 DAYS AFTER THE DATE OF THIS PROSPECTUS), ALL DEALERS
EFFECTING TRANSACTIONS IN THE REGISTERED SECURITIES, WHETHER OR NOT
PARTICIPATING IN THIS DISTRIBUTION, MAY BE REQUIRED TO DELIVER A PROSPECTUS.
THIS IS IN ADDITION TO THE OBLIGATIONS OF DEALERS TO DELIVER A PROSPECTUS WHEN
ACTING AS UNDERWRITERS AND WITH RESPECT TO THEIR UNSOLD ALLOTMENTS OR
SUBSCRIPTIONS.
===============================================================================

===============================================================================

2,000,000 SHARES

[LOGO]
DENTAL
CARE ALLIANCE

COMMON STOCK

-------------------
P R O S P E C T U S
-------------------

RAYMOND JAMES &
ASSOCIATES, INC.

WILLIAM BLAIR & COMPANY

, 1997
===============================================================================
<PAGE>

PART II

INFORMATION NOT REQUIRED IN THE PROSPECTUS

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

Estimated expenses (other than underwriting discounts and commissions) of
the sale of the shares of Common Stock are as follows:

<TABLE>
<S> <C>
SEC registration fee ..................... $ 9,061
NASD filing fee ........................ 5,000
Nasdaq National Market listing fee ...... 30,500
Legal fees and expenses .................. 400,000*
Blue Sky fees and expenses ............... 15,000
Accounting fees and expenses ............ 300,000*
Printing and engraving expenses ......... 100,000*
Transfer agent and registrar fees ...... 5,000
Miscellaneous fees and expenses ......... 198,429*
------------
Total ................................. $ 1,100,000*
============
</TABLE>
- ----------------
* Estimated.

ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

The Registrant's Certificate and Bylaws will effectively provide that the
Registrant may indemnify to the full extent permitted by Delaware Law,
including Section 145 of Delaware Law ("Section 145") thereunder. In addition,
the Registrant's Certificate will eliminate personal liability of its directors
to the full extent permitted by Section 102(b)(7) of Delaware Law ("Section
102(b)(7)").

Section 145 permits a corporation to indemnify its directors, officers,
employees and agents against expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement actually and reasonably incurred by them
in connection with any action, suit or proceeding brought by a third party if
such directors or officers acted in good faith and in a manner they reasonably
believed to be in or not opposed to the best interests of the corporation and,
with respect to any criminal action or proceeding, had no reason to believe
their conduct was unlawful. In a derivative action, indemnification may be made
for expenses actually and reasonably incurred by directors, officers, employees
and agents, in connection with the defense or settlement of an action or suit
and with respect to a matter as to which they shall have acted in good faith
and in a manner they reasonably believed to be in or not opposed to the best
interest of the corporation, except that no indemnification shall be made if
such person shall have been adjudged liable to the corporation, unless and only
to the extent that the court in which the action or suit was brought shall
determine upon application that the defendant officers or directors are
reasonably entitled to indemnity for such expenses despite such adjudication of
liability.

Section 102(b)(7) provides that a corporation may eliminate or limit the
personal liability of a director to the corporation or its stockholders for
monetary damages for breach of fiduciary duty as a director, provided that such
provision shall not eliminate or limit the liability of a director (i) for any
breach of the director's duty of loyalty to the corporation or its
stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) for willful or
negligent conduct in paying dividends or repurchasing stock out of other than
lawfully available funds or (iv) for any transaction from which the director
derived an improper personal benefit. No such provisions shall eliminate or
limit the liability of a director for any act or omission occurring prior to
the date when such provision becomes effective.

The Company is entering into Indemnification Agreements with its directors
and executive officers in which the Registrant will agree to indemnify such
persons to the fullest extent now or hereafter

II-1
<PAGE>

permitted by Delaware Law. The Company may also obtain a liability insurance
policy for its officers and directors, which may extend to, among other things,
liabilities under the Securities Act.

The indemnification provided by Delaware Law and the Certificate and
Bylaws is not exclusive of any other rights to which a director or officer may
be entitled. The general effect of the foregoing provisions may be to reduce
the circumstances in which an officer or director may be required to bear the
economic burden of the foregoing liabilities and expense.

Section 9 of the Underwriting Agreement (filed as Exhibit 1.1 to this
Registration Statement) provides that the Underwriters severally and not
jointly will indemnify and hold harmless the Registrant and each director,
officer and controlling person of the Registrant from and against any liability
caused by any statement or omission in the Registration Statement, in the
Prospectus, in any Preliminary Prospectus or in any amendment of supplement
thereto, in each case to the extent that the statement or omission was made in
reliance upon and in conformity with written information furnished to the
Registrant by the Underwriters expressly for use therein.

ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES.

No securities that were not registered under the Securities Act have been
issued or sold by the Company within the past three years except as follows(1):

<TABLE>
<CAPTION>
DATE OF SALE
AMOUNT AND TYPE OF SECURITIES OR ENTITLEMENT PURCHASER(S) CONSIDERATION
- ----------------------------- ---------------- ------------ -------------
<S> <C> <C> <C>
1,630,800 shares of Common Stock October 1996 Steven R. Matzkin (2)
1,630,800 shares of Common Stock October 1996 SRM 1993 Children's Trust (2)
530,010 shares of Common Stock October 1996 Curtis Lee Smith, Jr. (3)
Warrants to Purchase 81,540 shares of October 1996 Mitchell Olan (4)
Common Stock
81,540 shares of Common Stock October 1996 Dr. Richard Golden (5)
500 shares of Series A October 1996 Robert F. Raucci $50,000
Preferred Stock(6) Crescent International
Holdings, Inc.
14,500 shares of Series A December 1996 Crescent International $1.45 million
Preferred Stock(6) Holdings Limited
Robert F. Raucci
81,540 shares of Common Stock October 1996 Dennis Corona (7)
40,770 shares of Common Stock October 1996 Frank Wolicki (8)
Option to purchase 49,576 shares of January 1997 David P. Nichols (9)
Common Stock
81,540 shares of Common Stock February 1997 Mitchell Olan (10)
Option to purchase a number of shares April 1997 Dennis Corona, DDS, P.C. (11)
equivalent to $82,000 divided by the
initial public offering price per share
42,401 shares of Common Stock June 1997 The Nassau Group, Inc. $10,000(12)
42,401 shares of Common Stock June 1997 JF Lavelle $10,000(13)
Option to purchase a number of shares August 1997 Dennis A. Corona, DDS, P.C. (11)
equivalent to $131,250 divided by the
initial public offering price
per share
</TABLE>
- ----------------
(1) Unless otherwise indicated, all share numbers refer to post-Stock Split
Shares.
(2) Such shares were issued to the founding shareholders when the Company was
incorporated in exchange for the membership interests in Golden Care
Holdings, L.C., Golden Care Network, L.C. and Prophet.

II-2
<PAGE>

(3) Such securities were purchased for $750,000 in cash and Mr. Smith's
promissory note in the amount of $1.75 million.
(4) Such Warrants were issued pursuant to an amendment to Mr. Olan's
employment agreement.
(5) Such shares were issued in exchange for the membership interest held by
Dr. Golden in Prophet.
(6) The Nassau Group, Inc. acted as placement agent for the sale of Series A
Preferred Stock, for which it received a fee of $105,000. All Series A
Preferred Stock will be converted into 654,359 shares of Common Stock upon
consummation of the Offering.

(7) Such shares were issued in consideration for the modification of the terms
of certain management agreements between the Company and Mr. Corona.
(8) Such shares were issued in exchange for Mr. Wolicki's rights to receive
management fees of Profit.
(9) Such options were granted pursuant to Mr. Nichols' employment agreement
with an exercise price of $1.53 per share.
(10) Such shares were issued pursuant to warrants to purchase 81,540 shares of
Common Stock granted to Mr. Olan on January 26, 1994 and warrants to
purchase 81,540 shares of Common Stock granted to Mr. Olan on October 25,
1996, respectively. Mr. Olan issued promissory notes to the Company in the
amounts of $147,768 and $125,000, respectively in payment of such shares.
(11) Granted in connection with this PA's purchase of a dental practice and
exercisable only upon consummation of an initial public offering at the
public offering price per share.
(12) Such shares were issued pursuant to warrants to purchase 40,770 shares of
Common Stock granted to the Nassau Group, Inc. in September 1995.
(13) Such shares were issued pursuant to warrants to purchase 40,770 shares of
Common Stock granted to Mr. Lavelle in September 1995.

The aforementioned issuances and sales were made in reliance upon the
exemption from the registration provisions of the 1933 Act afforded by Section
4(2) thereof and/or Regulation D promulgated thereunder, as transactions by an
issuer not involving a public offering. The purchasers of the securities
described above acquired them for their own account and not with a view to any
distribution thereof to the public. The certificates evidencing the securities
bear legends stating that the securities may not be offered, sold or
transferred other than pursuant to an effective registration statement under
the 1933 Act, or an exemption from such registration requirements. The Company
will place stop transfer instructions with its transfer agent with respect to
all such securities.

ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

(a) The following documents are filed as exhibits to this Registration
Statement:

<TABLE>
<CAPTION>
EXHIBIT DESCRIPTION
------- -----------
<S> <C>
1.1 Form of Underwriting Agreement.**
3.1 Form of Amended and Restated Articles of Incorporation of the Company.**
3.2 Form of Amended and Restated Bylaws of the Company.**
4.1 See Exhibits 3.1 and 3.2 for provisions in the Company's Articles of Incorporation and Bylaws
defining the rights of holders of the Company's Common Stock.**
5.1 Opinion of Greenberg Traurig Hoffman Lipoff Rosen & Quentel, P.A. with respect to legality
of the Common Stock being issued.*
10.1 Form of Indemnification Agreement between the Company and each of its directors and
executive officers.**
10.2 Form of Standard Management Agreement.**
10.3 Contribution Agreement among the Company, Dental Care Alliance of Michigan, Inc. and
Dental Care Alliance of Florida, Inc.*
10.4 Management Agreement between Dr. Joseph Gaeta and the Company.*
10.5 Administrative Service Subcontract Agreement between the Company and Johnson Dental
Development Corporation.**
10.6 Administrative Services Agreement between the Company and Eight Mile Dental, P.C.;
Gratiot Avenue Dental, P.C.; Wayne Road Dental, P.C. and Washington Boulevard Dental,
P.C.**
10.7 Form of License Agreement.**
</TABLE>

II-3
<PAGE>

<TABLE>
<CAPTION>
EXHIBIT DESCRIPTION
------- -----------
<S> <C>
10.8 Employment Agreement dated as of October 25, 1996 between the Company and Dr. Steven
R. Matzkin, as amended.*
10.9 Employment Agreement dated as of October 25, 1996 between the Company and Mitchell B.
Olan, as amended.*
10.10 Employment Agreement dated as of January 21, 1997 between the Company and David
Nichols, as amended.*
10.11 Equity Holders Agreement dated as of October 25, 1996 between the Company and Mitchell
B. Olan.**
10.12 Equity Holders Agreement dated as of April 30, 1997 between the Company and J. Francis
Lavelle.**
10.13 Equity Holders Agreement dated as of April 30, 1997 between the Company and The Nassau
Group, Inc.**
10.14 Option Agreement dated as of January 21, 1997 between the Company and David P.
Nichols.**
10.15 Form of Warrant between the Company and The Nassau Group, Inc.**
10.16 Form of IPO Warrant between the Company and The Nassau Group, Inc.**
10.17 Lease Agreement dated as of April 9, 1994 between the Company and Charles E. Githler, III,
as Managing Agent for Owner, J. Kevin Drake, as Trustee Under Trust Agreement dated
April 15, 1991.**
10.18 Stockholders' Agreement dated as of October 25, 1996 among the Company, Steven R.
Matzkin, Curtis Lee Smith, Jr., Robert F. Raucci and Crescent International Holdings, Limited,
as amended.**
10.19 Omnibus Executive Incentive Compensation Plan.*
10.20 Form of 1997 Non-Qualified Stock Option Plan.*
10.21 Promissory Note in the original principal amount of $147,768 dated as of February 13, 1997
from Mitchell B. Olan to the Company.**
10.22 Agreement for Services dated as of June 1, 1997 between the Company and Modern Employer,
Inc.**
10.23 Business Loan Agreement dated August 15, 1997 between the Company and Barnett Bank.**
10.24 Letter Agreement dated August 1997 between Nassau and the Company.**
10.25 Acknowledgement and Option Agreement between Dennis Corona and Andrew D. Levine.**
10.26 Acknowledgement and Option Agreement between Dennis Corona and Jay Walton.**
11.1 Statement re: Computation of Earnings Per Share.**
16.1 Letter of Arthur Andersen LLP re: change in independent certified public accountants.**
21.1 List of subsidiaries of the Company.**
23.1 Consent of Price Waterhouse LLP.*
23.2 Consent of Greenberg Traurig Hoffman Lipoff Rosen & Quentel, P.A. (included in its opinion
to be filed as Exhibit 5.1).*
24.1 Powers of Attorney of Directors and Executive Officers (included on the Signature Page of the
initial filing of this Registration Statement).**
24.2 Power of Attorney of Robert F. Raucci.**
27.1 Financial Data Schedule for the year ended December 31, 1996.**
27.2 Financial Data Schedule for the six months ended June 30, 1997.**
</TABLE>

- ----------------

* Filed herewith.
** Previously filed.

II-4

<PAGE>

(b) The following financial statement schedules have been filed with this
Registration Statement:

All schedules for which provision is made in the applicable accounting
regulations of the Commission are not required under the related instructions
or are not applicable, and therefore have been omitted.

ITEM 17. UNDERTAKINGS

(a) The undersigned Registrant hereby undertakes to provide to the
underwriter at the closing specified in the underwriting agreement,
certificates in such denominations and registered in such names as required by
the underwriter to permit prompt delivery to each purchaser.

(b) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the provisions described under Item 14
above, or otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act of 1933 and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.

(i) For purposes of determining any liability under the Securities Act of
1933, the information omitted from the form of prospectus filed as part of this
registration statement in reliance upon Rule 430A and contained in a form of
prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or 497(h)
under the Securities Act shall be deemed to be part of this registration
statement as of the time it was declared effective.

(ii) For the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of prospectus
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

II-5
<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has
duly caused this Amendment No. 2 to Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Sarasota,
State of Florida, on this 23rd day of October, 1997.

DENTAL CARE ALLIANCE, INC.

By: /s/ STEVEN R. MATZKIN
---------------------
Steven R. Matzkin
Chairman of the Board, President
and Chief Executive Officer

Pursuant to the requirements of the Securities Act, this Amendment No. 2
has been signed by the following persons in the capacities and on the dates
indicated.

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ STEVEN R. MATZKIN Chairman of the Board, Chief October 23, 1997
- ---------------------- Executive Officer and President
Steven R. Matzkin

/s/ DAVID P. NICHOLS* Chief Financial Officer October 23, 1997
- ---------------------- (principal accounting officer)
David P. Nichols

/s/ MITCHELL B. OLAN* Vice President, Chief Operating October 23, 1997
- ---------------------- Officer and Director
Mitchell B. Olan

/s/ CURTIS LEE SMITH, JR.* Director October 23, 1997
- ----------------------------
Curtis Lee Smith, Jr.

/s/ ROBERT F. RAUCCI* Director October 23, 1997
- -----------------------
Robert F. Raucci

*By: /s/ STEVEN R. MATZKIN October 23, 1997
----------------------
Steven R. Matzkin
Attorney-in-fact
</TABLE>

II-6
<PAGE>

INDEX TO EXHIBITS

<TABLE>
<CAPTION>
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER DESCRIPTION PAGE
- --------- ---------------------------------------------------------------------------- -------------
<S> <C> <C>
5.1 Opinion of Greenberg Traurig Hoffman Lipoff Rosen & Quentel, P.A. with
respect to legality of the Common Stock being issued.
10.3 Contribution Agreement among the Company, Dental Care Alliance of
Michigan, Inc. and Dental Care Alliance of Florida, Inc.
10.4 Management Agreement between Dr. Joseph Gaeta and the Company.
10.8 Employment Agreement dated as of October 25, 1996 between the Company
and Dr. Steven R. Matzkin, as amended.
10.9 Employment Agreement dated as of October 25, 1996 between the Company
and Mitchell B. Olan, as amended.
10.10 Employment Agreement dated as of January 21, 1997 between the Company
and David Nichols, as amended.
10.19 Omnibus Executive Incentive Compensation Plan.
10.20 Form of 1997 Non-Qualified Stock Option Plan.
23.1 Consent of Price Waterhouse LLP.
23.2 Consent of Greenberg Traurig Hoffman Lipoff Rosen & Quentel, P.A. (included
in its opinion to be filed as Exhibit 5.1).
</TABLE>

Exhibit 5.1

October 24, 1997

Steven R. Matzkin
Chief Executive Officer
Dental Care Alliance
1343 Main Street
Sarasota, Florida 34236

Gentlemen:

On October 7, 1997, Dental Care Alliance, a Delaware corporation (the
"Company"), filed with the Securities and Exchange Commission Amendment No. 1 to
a Registration Statement (File No. 333-34429) on Form S-1 (the "Registration
Statement") under the Securities Act of 1933, as amended (the "Act"). Such
Registration Statement relates to the sale of up to 2,000,000 shares (the
"Shares") of the Company's Common Stock, par value $.001 per share (the "Common
Stock"), an additional 200,000 shares may be sold by certain shareholders
thereof (the "Selling Shareholders") to cover over-allotments, if any. We have
acted as counsel to the Company in connection with the preparation and filing of
the Registration Statement.

In connection with the Registration Statement, we have examined,
considered and relied upon copies of the following documents (collectively, the
"Documents"): (i) the Company's Certificate of Incorporation and Bylaws; (ii)
resolutions of the Company's Board of Directors authorizing the offering and the
issuance of the Shares to be sold by the Company and related matters; (iii) the
Registration Statement and all amendments and exhibits thereto; and (iv) such

<PAGE>

Steven R. Matzkin
October 24, 1997
Page 2

other documents and instruments that we have deemed necessary for the expression
of the opinions herein contained. In making the foregoing examinations, we have
assumed without investigation the genuineness of all signatures and the
authenticity of all documents submitted to us as originals, the conformity to
authentic original documents of all documents submitted to us as copies, and the
veracity of the Documents. As to various questions of fact material to the
opinion expressed below, we have relied, to the extent we deemed reasonably
appropriate, upon the representations or certificates of officers and/or
directors of the Company and upon documents, records and instruments furnished
to us by the Company, without independently verifying the accuracy of such
certificates, documents, records or instruments.

Based upon the foregoing examination, and subject to the qualifications
set forth below, we are of the opinion that (i) the Shares to be sold by the
Company have been duly and validly authorized, and when issued and delivered in
accordance with the terms of the Underwriting Agreement filed as Exhibit 1.1 to
the Registration Statement, will be validly issued, fully paid and
non-assessable and (ii) the Shares that may be sold by the Selling Stockholders
pursuant to the Registration Statement have been duly and validly authorized and
issued and are fully paid and nonassessable.

Although we have acted as counsel to the Company in connection with the
preparation and filing of the Registration Statement, our engagement has been
limited to certain matters about which we have been consulted. Consequently,
there exist matters of a legal nature involving the Company in which we have not
been consulted and have not represented the Company. This opinion letter is
limited to the matters stated herein and no opinions may be implied or inferred
beyond the matters expressly stated herein. The opinions expressed herein are
given as of this date, and we assume no obligation to update or supplement our
opinions to reflect any facts or circumstances that may come to our attention or
any change in law that may occur or become effective at a later date.

We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our name under the caption "Legal
Matters" in the prospectus comprising a part of the Registration Statement. In
giving such consent, we do not thereby admit that we are included within the
category of persons whose consent is required under Section 7 of the Act or the
rules and regulations promulgated thereunder.

Sincerely,

GREENBERG TRAURIG HOFFMAN
LIPOFF ROSEN & QUENTEL, P.A.

By: /s/ Robert L. Grossman
-----------------------
Robert L. Grossman

EXHIBIT 10.3

ASSIGNMENT

FOR VALUE RECEIVED, Dental Care Alliance, Inc. (the "Company"), a
Delaware corporation, does hereby assign all of its rights, title and interest
in, to, under and with respect to any and all of its management agreements and
licensing agreements with professional associations and professional
corporations located in Michigan (the "PAs") and all assets of the Company used
in connection with the provision of services to or the management of the PAs
(collectively, the "Assigned Assets") to Dental Care Alliance Michigan, Inc., a
Michigan corporation and a subsidiary of the Company (the Subsidiary"), subject
only, where consent is required, to the obtaining of such written consent.

IN WITNESS WHEREOF, the Company, by and through its undersigned officer
thereunto duly authorized, has executed and delivered this instrument on the
_____ day of October, 1997.

DENTAL CARE ALLIANCE, INC.

By: /s/ DR. STEVEN MATZKIN
-------------------------------
DR. STEVEN MATZKIN

ASSUMPTION

FOR VALUE RECEIVED, the Subsidiary does hereby assume all rights,
privileges, duties, obligations and liabilities of the Company arising under
and/or with respect to the Assigned Assets, subject only, where consent is
required, to the obtaining of such written consent.

IN WITNESS WHEREOF, the Subsidiary, by and through its undersigned
officer thereunto duly authorized, has executed and delivered this instrument on
the ____ day of October, 1997.

DENTAL CARE ALLIANCE MICHIGAN, INC.

By: /s/ DR. STEVEN MATZKIN
-------------------------------
DR. STEVEN MATZKIN

<PAGE>

ASSIGNMENT

FOR VALUE RECEIVED, Dental Care Alliance, Inc. (the "Company"), a
Delaware corporation, does hereby assign all of its rights, title and interest
in, to, under and with respect to any and all of its management agreements and
licensing agreements with professional associations and professional
corporations located in Florida (the "PAs") and all assets of the Company used
in connection with the provision of services to or the management of the PAs
(collectively, the "Assigned Assets") to Dental Care Alliance Florida, Inc., a
Florida corporation and a subsidiary of the Company (the Subsidiary"), subject
only, where consent is required, to the obtaining of such written consent.

IN WITNESS WHEREOF, the Company, by and through its undersigned officer
thereunto duly authorized, has executed and delivered this instrument on the
_____ day of October, 1997.

DENTAL CARE ALLIANCE, INC.

By: /s/ DR. STEVEN MATZKIN
-------------------------------
DR. STEVEN MATZKIN

ASSUMPTION

IN WITNESS WHEREOF, the Subsidiary, by and through its undersigned
officer thereunto duly authorized, has executed and delivered this instrument on
the ____ day of October, 1997.

DENTAL CARE ALLIANCE FLORIDA, INC.

By: /s/ DR. STEVEN MATZKIN
-------------------------------
DR. STEVEN MATZKIN

EXHIBIT 10.4

DENTAL CARE ALLIANCE, INC.
ADMINISTRATIVE SERVICES AGREEMENT

THIS ADMINISTRATIVE SERVICES AGREEMENT (the "Agreement") effective this
20th day of October, 1996, ("Effective Date") between and among DENTAL CARE
ALLIANCE, INC., a Delaware corporation ("DCA"); GAETA DENTAL & ASSOCIATES, P.A.,
a Florida dental professional association (the "P.A."); and JOSEPH GAETA, a
licensed Florida dentist who is the primary stockholder, owning 99% of all of
the issued and outstanding stock of PA (the "Stockholder").

I. RECITALS

WHEREAS, DCA is a company with expertise in the provision of business
and administrative services to dental practices; and

WHEREAS, the PA is a dental professional association duly organized and
validly existing under all applicable state law and regulation, and whose stock
is owned by the Stockholder and Jared Woolf, D.D.S.; and

WHEREAS, the PA owns and operates a dental practice at the location
specified on EXHIBIT A attached hereto (the "Practice"); and

WHEREAS, PA and DCA, (DCA is the successor-in-interest to Profit Dental
Management Corporation), a Delaware corporation, are parties to a Management
Agreement entered into the 7th day of June, 1993; and

WHEREAS, PA and DCA desire to terminate that Management Agreement upon
this Agreement becoming effective; and

WHEREAS, the PA desires that DCA provide it with the business and
administrative services described in this Agreement, in order for the PA to
avail itself of DCA's expertise and efficiencies, and DCA desires to provide
such services to the PA; and

WHEREAS, the parties mutually desire that the PA shall maintain
complete control over and responsibility for all aspects of the Practice's
operations that constitute the practice of dentistry under applicable state law.

NOW THEREFORE, in consideration of the foregoing, and of the mutual
covenants and agreements herein contained, the parties hereto agree as follows:

II. DUTIES AND OBLIGATIONS OF DCA

2.1 GENERAL. In consideration of the service fee paid to DCA
pursuant to Section 4.3, and the fulfillment of the other duties and obligations
of PA and Shareholder as referred to in this Agreement, DCA will provide the PA
with all of the business and administrative services required

<PAGE>

for the day-to-day operations of the Practice, as set forth in EXHIBIT B to this
Agreement, attached hereto and incorporated by reference herein. All such
services shall be provided on a timely basis in a professional, quality,
trustworthy and business manner. The PA appoints DCA as its sole and exclusive
agent for the provision of the business and administrative services described in
this Agreement, and DCA hereby accepts such appointment. Notwithstanding
anything else in this Agreement, the parties expressly acknowledge that DCA is
not authorized or qualified to engage in any activity that may be deemed or
construed to constitute the practice of dentistry, or shall DCA be regarded as
practicing dentistry within the meaning of applicable state dental laws and
regulations. To the extent that any act or service herein required by DCA should
be construed by a court of competent jurisdiction or by state dental regulatory
authorities with jurisdiction over this Agreement to constitute the practice of
dentistry, the requirement to perform that act or service shall be deemed waived
and unenforceable and shall not constitute a breach or default by DCA under this
Agreement, and the parties shall take the actions contemplated by SECTION 10.11
hereof.

2.2 PROVISIONS OF OFFICE AND EQUIPMENT. DCA will consult with the PA
on its office and equipment needs, and will provide or arrange for the provision
to the PA, at the expense of the PA, the offices, and improvements requested by
the PA for the operation of the Practice, all of the aforementioned as will be
mutually agreeable to the parties (collectively referred to as the "Offices and
the Equipment"). The office space provided to the PA by DCA hereunder will be
provided pursuant to a lease in the form of EXHIBIT C attached hereto (the
"Office Lease"). It is expressly understood and agreed that the PA shall have
complete custody and control over the Offices and Equipment, consistent with the
control over leased property that is customarily granted to lessees under
standard commercial leases.

2.3 BILLING AND COLLECTIONS SERVICES. DCA will supervise billing and
collections services for all patient services rendered at the Practice, provided
that all billings and collections will be done in the name of the PA. The PA
hereby appoints DCA for the term of this Agreement to be its true and lawful
attorney-in-fact for the purposes set forth in this section. DCA will prepare
and submit financial reports to the PA detailing billings and collections on a
monthly basis.

2.4 BANKING ARRANGEMENTS. All monies collected for the PA by DCA
pursuant to SECTION 2.3 above shall be deposited into an account in the name of
and owned by the PA (the "PA account), for which DCA and Stockholder shall be
made signatories for the purposes specified in this Agreement, with a bank whose
deposits are insured with the Federal Deposit Insurance Corporation. DCA shall
be responsible for making all disbursements from the account, which shall be
limited to the disbursements authorized in ARTICLE IV of this Agreement. DCA
shall make all disbursements promptly when payable, and shall account to the PA
for all funds disbursed from the PA account, and make available to PA, upon
request, and during normal business hours at the place of business of DCA,
copies of all bank account statements.

2
<PAGE>

III. DUTIES AND OBLIGATIONS OF THE PA

3.1 PROFESSIONAL RESPONSIBILITIES. The PA shall have complete
authority, responsibility, supervision and control over the provision of all
dental services to patients and all other acts that are considered to constitute
the practice of dentistry under applicable state dental laws and regulations.

3.2 ENGAGEMENT OF DENTISTS. The PA will provide dental services to
the public through the services of dentists ("Dentists") who are contracted by
the PA pursuant to independent contractor agreements ("Independent Contractor
Agreements") in the form of EXHIBIT D attached hereto.

3.3 CONTROL OF BUSINESS OPERATIONS. Notwithstanding the authority
granted to DCA pursuant to ARTICLE IV of this Agreement, it is expressly
acknowledged and agreed by the parties that the PA shall have approval over the
following business decisions:

(a) The hiring and termination of the Practice's staff.

(b) The dental equipment used by the Practice.

(i) The dental supplies used by the Practice.

(d) Marketing, expressly including all policies and
decisions relating to pricing, credit, refunds,
warranties and to the content and placement of
advertising.

(e) Any other aspects of the Practice's operations
that are considered to be within the practice of
dentistry under applicable state dental laws and
regulations.

3.4 HOURS OF OPERATION. The PA represents and agrees that it will be
open to the public on a full time schedule of eight hours per day, a minimum of
five days per week (except for reasonable holidays), with appropriate staffing
by Dentists, hygienists and assistants, throughout the term of this Agreement.

3.5 PATIENT RECORDS. The PA will prepare and maintain at the
Practice accurate, complete and timely records on all services rendered to
patients at the Practice. All patient records shall be the property and remain
under the control and custody of the PA at all times during and after the term
of this Agreement. The records shall be prepared and maintained in compliance
with all applicable state and federal laws and regulations. DCA shall have
access to the patient records of the PA only for the limited purposes necessary
to perform its duties under this Agreement, and subject to all applicable laws
and regulations governing the confidentiality of such records.

3
<PAGE>

3.6 AGREEMENT NOT TO ENCUMBER OR ALLOW TO BE ENCUMBERED. PA and
Stockholder agree that as part of the inducement to DCA to enter into this
transaction, and related transactions, including but not necessarily limited to
loans, guaranty of loans, or leases, or license agreements, DCA has considered
and relied upon the creditworthiness and reliability of PA and Stockholder. PA
and Stockholder covenant and agree not to sell, convey, transfer, lease or
further encumber or allow to be encumbered any interest in or any part of the
assets of the PA, or the Stockholder's stock in the PA, without the prior
written consent of DCA, and any such sale, conveyance, transfer, lease or
encumbrance made without DCA's prior written consent shall be void. If any
person should obtain an interest in all or any part of the assets or stock
(other than Jared Woolf, D.D.S.) of the PA, pursuant to the execution or
enforcement of any lien, security interest, judgment or other right, created or
allowed to exist in violation of this Agreement, such event shall be deemed to
be a transfer and an event of default hereunder. PA and Stockholder covenant and
agree not to effectuate or attempt to effectuate any change in ownership or
control of PA without the prior written consent of DCA, and do herein represent
and warrant to DCA that Stockholder presently owns and holds 99 shares of stock
of the P.A., with the total of the issued and outstanding shares of stock of the
P.A. being 100.

IV. FINANCIAL ARRANGEMENTS

4.1 PRACTICE OPERATING EXPENSES. DCA will be responsible for paying
for the Practice's operating expenses and described in EXHIBIT J of this
Agreement (the "Practice Expenses"), provided that the PA shall reimburse DCA
for such Practice Expenses on a monthly basis.

4.2 EXPENSES OF THE PA. The PA will be responsible for payment of the
salary of the Stockholder and the contract fees of the dentists and benefits and
professional liability insurance for the Stockholders (the "Dentist Expenses)
and any other Practice staff employed directly by the PA all such expenses are
"Practice Expenses" and any other expenses of the Practice or the PA that are
not included within the definition of Practice Expenses, in each case subject to
the prior approval of the Stockholder, which approval may be revoked in writing
to DCA by Stockholder at any time, with such revocation to be inapplicable to
any expenses paid prior to DCA's receipt of the written revocation.
Disbursements for such expenses shall be made by DCA from the PA Account in
accordance with SECTION 2.4 of this Agreement.

4.3 SERVICE FEE. In consideration of the services provided by DCA,
DCA on behalf of PA shall pay a monthly fee (service fee) to DCA equal to
fifty-five percent (55%) of the "net profit" earned by the PA during each month
of the term of the Agreement, and DCA, on behalf of PA, shall distribute the
remaining forty-five percent (45%) of "net profit" to Stockholder. Net profit is
defined as follows: See Exhibit "F" attached.

One of the operating costs to be included in the Practice Expenses
shall include a salary payable to Stockholder equal to 25% of the amount of all
collections of the practice which relate to any services performed personally by
Stockholder. It is agreed that the cumulative total of both the 45% distribution
to Stockholder and the 25% distribution to Stockholder as referred to herein
shall not be less than $12,500.00 per month.

4
<PAGE>

Contemporaneously with the complete execution of this Agreement, DCA shall pay
to Stockholder the sum of forty-five percent (45%) of net profit for July,
August, September Dollars ($ _____________) in full and final settlement of any
and all sums claimed to be due and owing by Stockholder from DCA pursuant to the
terms of the Management Agreement of the 7th day of June, 1993.

During the term of this Agreement, DCA shall disburse to the
Stockholder an amount equal to $6,250 on a bi-weekly basis in accordance with
the normal payroll practices of the PA. Within thirty (30) days after the last
day of each month, DCA shall provide a detailed accounting statement setting
forth the amount of the collections relating to services personally performed by
Stockholder during such month and the calculation of the "net profit for such
month and a check for any remaining distribution .wing to Stockholder for such
month (i.e. any amount in excess of the $12,500 amount paid to Stockholder
during the month).

4.4 LOANS. If requested by the PA, DCA may, but is not obligated to,
provide loans to the PA to fund the PA's working capital requirements on such
terms as are mutually satisfactory to the parties hereto. Stockholder shall be
required to personally and unconditionally guarantee all such loans.

V. INSURANCE AND INDEMNITY

5.1 INSURANCE TO BE MAINTAINED BY THE PA. The PA covenants and agrees
that throughout the term of this Agreement, it will maintain comprehensive
professional liability insurance with limits of not less than $1,000,000.00 per
claim and with aggregate policy limits of not less than $3,000,000.00 covering
Stockholder, with the PA being an additional insured. ("Dentists" are required
to maintain their own coverage) The PA shall be responsible for all such
liabilities in excess of the limits of such policies. DCA agrees to negotiate
for and cause premiums to be paid with respect to such insurance. Premiums and
deductibles with respect to such policies shall be a Practice Expense of the PA.

5.2 INSURANCE TO BE MAINTAINED BY PA. PA agrees that throughout the
term of this Agreement, it will maintain property insurance covering contents of
the PA in the office, and casualty insurance, with premiums and deductibles with
respect to such policies being a Practice Expense.

5.3 ADDITIONAL INSUREDS. The PA agrees to use its reasonable efforts
to have DCA named as an additional insured on its professional liability
insurance program.

5.4 INDEMNIFICATION. The PA and Stockholder shall jointly and
severally indemnify, hold harmless and defend DCA and its officers, directors
and employees, from and against any and all liability, loss, damage, claim,
causes of action, and expenses (including reasonable attorney's fees)
(collectively, "Losses"), whether or not covered by insurance caused or asserted
to have been caused, directly or indirectly, by or as a result of the
performance of medical or dental services or any intentional acts, negligent
acts or omissions by the Stockholder and/or the

5
<PAGE>

PA's agents, other than DCA or employees during the term of this Agreement, but
excluding any Losses caused in whole or in part by any act or omission of DCA or
any of its officers, directors, employees, agents or affiliates.

DCA and its affiliates shall jointly and severally indemnify,
hold harmless and defend the PA and the Stockholder and its or their officers,
directors employees and subcontractors, from and against any and all Losses,
whether or not covered by insurance, caused or asserted to have been caused,
directly or indirectly, by or as a result of the performance of any
administrative services or any intentional acts, negligent acts or omissions by
DCA and/or its agents or employees during the term of this Agreement, but
excluding any Losses caused in whole or in part by any act or omission of the
Stockholder, the PA or any of its or their officers, directors, employees,
agents, subcontractors (other than DCA) or affiliates.

VI. TERM AND TERMINATION

6.1 TERM OF AGREEMENT. This Agreement shall have a term of seven (7)
years beginning on the 20th day of October, 1996. Upon the expiration of the
Agreement, PA shall cause DCA and Steven Matzkin ("Matzkin") to be released as
guarantors of the notes (as defined below) if and to the extent DCA or Steven
Matzkin are guarantors of any such notes.

6.2 TERMINATION OF AGREEMENT. This Agreement may be terminated as
provided for in this Section, it being expressly agreed that termination of this
Agreement by any party shall serve to terminate the Agreement against all
parties.

The parties agree to reasonably cooperate in good faith with
respect to all matters arising in connection with the transition of the practice
operations to the party assuming such operations, including, without limitation,
to transfer and assign the Practice's assets (including computers and software)
as necessary or appropriate to the operation of the Practice and to execute any
necessary or appropriate agreements or instruments in connection with such
transition.

(a) TERMINATION FOR CAUSE. In the event that DCA, on one hand,
or the PA or the Stockholder, on the other hand, shall
materially default in the performance of any duty,
obligation, covenant or agreement imposed upon it, them or
him by, or made by it, them or him, pursuant to this
Agreement and such default shall continue for a period of
30 days after written notice thereof has been given to the
defaulting party by the non-defaulting party, the
non-defaulting party may terminate this Agreement
immediately upon written notice to the defaulting party.
In the event Stockholder loses his license to practice
dentistry in the State of Florida, either by revocation,
termination, suspension, same shall be deemed a material
default, unless Stockholder is in good faith appealing
such loss of license, and then and only then during the
pendency of any such good faith appeal. During any such
good faith appeal, Stockholder shall not be paid and is
not entitled to be paid his salary as previously referred
to being in the amount equal to

6
<PAGE>

$6,250 on a bi-weekly basis. In the event Stockholder is
disabled (unable to fully perform the normal and routine
dental services of a licensed dentist, and fails to
perform such normal and routine dental services either for
any continuous forty-five (45) day period, or for a period
of forty-five (45) business days within any period of one
hundred eighty (180) consecutive calendar days, excluding
normal vacations), then same shall be deemed a material
default. For the purposes of this Section, any default by
the Stockholder shall be deemed a default by the PA and
any default by the PA shall be deemed a default by the
Stockholder. It is expressly agreed by the PA and
Stockholder that a default of this Agreement by PA or
Stockholder shall be deemed to be a default of the
promissory note between the PA, as "Maker". and Liberty
Bank dated September 1995, and a default of the lease for
the Practice's office between the PA and Dr. Steven
Matzkin, and a default between the PA and Stockholder in
the License Agreement between the parties. A copy of the
License Agreement is attached hereto and marked Exhibit
"G". It is further expressly agreed by the PA and
Stockholder that a default in any one of the agreements
set forth above, will constitute a default in all
agreements set forth above, at the option of DCA.

(b) EARLY TERMINATION OPTION OF P.A. PA shall have the right
to terminate this Agreement, and, at PA's election,
together with all of the other agreements set forth on
Exhibit "H" after the second anniversary of the Effective
Date, but only upon strictly following the procedure set
forth below:

(i) PA shall, within ninety (90) days after the second
anniversary of the Effective Date (such period is
referred to as the "Exercise Period") provide
written notice of termination to DCA;

(ii) Within ninety (90) days after the end of the
Exercise Period (regardless of when the termination
notice is provided), PA shall (A) cause DCA and
Matzkin to be released as guarantors from the
notes, (as on the Note Schedule attached hereto as
Exhibit E), and from any and all other obligations
of DCA and Matzkin in any way relating directly
with the services provided or required to be
provided by DCA to PA and/or to Stockholder,
including but not necessarily limited to equipment
leases, equipment purchase obligations, (B)
exercise the Option Agreement granted by Steven R.
Matzkin, D.D.S. to the Stockholder (Exhibit 1
hereto) and consummate the purchase of Matzkin's
55% interest in the office building subject of such
option and the office lease, and (C) pay DCA a
termination fee equal to One Hundred Eighty-Five
Thousand Four Hundred Sixty Dollars ($185,460.00),
less the "excess management fees." "Excess
management fees" is defined as the amount by which
the aggregate fees paid to DCA pursuant to this
Agreement during either or both of

7
<PAGE>

the successive one year periods following the
Effective Date hereof exceeds $100,000. Payment
shall be made in cash within ninety (90) days after
the end of the Exercise Period or, at the option of
PA, DCA agrees that PA may pay the lesser of One
Hundred Thousand Dollars ($100,000.00) or fifty per
cent (50%) of the termination fee in the form of a
Promissory Note, having a five (5) year
amortization with a balloon payment due two (2)
years after the end of the Exercise Period, at an
interest rate of ten per cent (10%) per annum, with
the exercise of such option being subject to the
PA's execution and delivery to DCA of a customary
and reasonable security agreement pursuant to which
the PA shall grant to DCA a security interest in
and to all of the assets of the PA existing at such
time, subordinated in all respects to any security
interest granted by the PA to obtain or maintain
any bank loan, for the sole purpose of securing the
PA's repayment of the Promissory Note and the
Stockholder's pledge to DCA of all of the stock of
the PA, subordinated in all respects to any pledge
of stock granted by the PA to obtain or maintain
any bank loan, for the sole purpose of securing
repayment to DCA of the Promissory Note. In
addition, the parties agree that pursuant to the
terms of the Promissory Note DCA shall have the
right to accelerate repayment of the full unpaid
balance of the Promissory Note if the PA's
collections for services performed during any three
month period of the term of the Promissory Note
shall be less than $150,000.00 or the PA and the
Stockholder shall become insolvent.

(iii) The Agreement shall be terminated effective upon
the releases being obtained and delivered to DCA,
and DCA executing and delivering to PA a receipt
reflecting delivery of the releases; and also upon
payments being made to DCA in cleared funds. as in
(b)(ii) above.

(iv) Upon the effective date of termination, DCA shall
convey to PA any interest it may have in any
personal property used by the PA in connection with
the practice. The Office Lease will remain in full
force and effect, unless the PA exercises its
option to purchase the location specified on
Exhibit "A", and closes on the purchase consistent
with the Option Agreement entered into between the
parties. A copy of the Option Agreement is attached
hereto and marked Exhibit "I".

(c) TERMINATION BY REASON OF INSOLVENCY. In the event of the
filing of a petition in bankruptcy pursuant to Chapter 7
of the federal bankruptcy laws or an assignment for the
benefit of creditors by either DCA, on one hand, or the PA
or the Stockholder on the other hand, or upon other action
taken or suffered, voluntarily or involuntarily, under any
federal or state law for the

8
<PAGE>

benefit of debtors by such party, except for the filing of
a petition in involuntary bankruptcy against a party which
is dismissed within thirty (30) days thereafter, the
non-defaulting party may give written notice of the
immediate termination of this Agreement.

(d) CONSENT TO ASSIGNMENT BY PA TO A THIRD PARTY. In the event
that the PA and the Stockholder desire to discontinue the
dental practice maintained at the Practice pursuant to
this Agreement (the "Practice") at any time during the
term of this Agreement, the PA and the Stockholder may
terminate this Agreement without cause in the event that:
(i) DCA shall be provided at least 90 days' prior written
notice of such intent to terminate this Agreement, and
(ii) the Practice shall be sold or otherwise transferred
to another licensed dentist acceptable to DCA, who as a
term of such sale, personally assumes the obligations and
liabilities of the PA and the Stockholder under this
Agreement . for the then remaining balance of the term of
this Agreement, and (iii) the continuity of the Practice
is maintained throughout negotiations for the assignment,
and to the effective date of the agreed assignee's
liability under this Agreement. There shall be no lapse in
the duties and obligations of the parties under this
Administrative Services Agreement.

(e) In the event that PA or the Stockholder or both shall be
convicted of a felony, have their license to practice
dentistry permanently revoked, the corporation is
dissolved, or its assets liquidated, Stockholder dies or
becomes either or both permanently physically and/or
mentally disabled, or Stockholder disappears without
notice to DCA for a period in excess of sixty (60) days,
PA and Stockholder agree that DCA or Dennis Corona, D. D.
S ., shall have the option to purchase all of the stock of
the Stockholder, together with all of the assets of the PA
for the amount set forth in Paragraph 6.2.(b) (ii) B, with
the payment terms to be as set forth therein.

6.3 ACTIONS UPON TERMINATION OF THIS AGREEMENT.

(a) Upon termination or expiration of this Agreement for any reason:

(i) The PA shall promptly return all DCA Proprietary
Information to DCA and otherwise comply with the
covenants and agreements of SECTION 7.1 AND 7.4 AND 7.5,
hereof;

(ii) DCA shall promptly return all PA Proprietary Information
to the PA, and otherwise comply with the covenants and
agreements of SECTIONS 7.2 AND 7.4 hereof;

(iii) the PA and Stockholder shall promptly repay DCA all
advances, loans and other amounts due hereunder and any
interest due thereon, and assume all

9
<PAGE>

debt and all contracts and payables authorized by this
Agreement to be incurred by DCA and which relate to the
performance of DCA's obligations under this Agreement,
provided that DCA properly assigns all of its rights and
interest therein to the PA; and

(iv) DCA shall promptly render a final accounting for monies
deposited in, and disbursed from, the PA Account, and pay
to PA such funds as PA may be entitled to receive
pursuant to the terms of this Agreement.

(b) It is expressly agreed by the parties that the obligations of
this SECTION 6.3 shall survive the termination or expiration of
this Agreement.

VII. CONFIDENTIALITY AGREEMENTS

7.1 CONFIDENTIALITY AGREEMENT OF THE PA AND THE STOCKHOLDER. The PA
and the Stockholder jointly and severally acknowledge and agree that all
business information and materials relating to DCA provided to them by DCA
pursuant to this Agreement shall be considered the property of DCA ("DCA
Proprietary Information"), and further agree that they shall not rent, sell, or
otherwise utilize DCA Proprietary Information in any business activity or for
any business purpose other than as required to fulfill their obligations under
this Agreement. The PA and the Stockholder jointly and severally agree, and
shall cause their employees, agents and shareholders to agree, that DCA
Proprietary Information shall be kept confidential and, unless otherwise
required by law, regulation or valid court order, shall not be disclosed to any
person except as authorized by DCA in writing. Upon termination of this
Agreement, the PA and the Stockholder jointly and severally agree that they
shall promptly return to DCA all DCA Proprietary Information then in their
possession or control.

7.2 CONFIDENTIALITY AGREEMENT OF DCA. DCA acknowledges and agrees
that all business information and materials relating to the PA or Stockholder
provided or made available to it by the PA and the Stockholder pursuant to this
Agreement shall be considered the property of the PA and the Stockholder ("PA
Proprietary Information"), and further agrees that it shall not rent, sell, give
away or otherwise utilize PA Proprietary Information in any business activity or
for any business purpose other than as required to fulfill its obligations under
this Agreement. DCA further agrees, and shall cause its employees, agents and
shareholders to agree, the PA Proprietary Information shall be kept confidential
and, unless otherwise required by law, regulation or valid court order, shall
not be disclosed to any person except as authorized by the PA in writing. Upon
termination of this Agreement, DCA agrees that it shall promptly return to the
PA all PA Proprietary Information then it its possession or control.

Notwithstanding the foregoing, it is further expressly acknowledged and
agreed by the PA and the Stockholder that, in the event of the assignment by PA
of the practice to a third party pursuant to Section 6.2(d), or in the event DCA
or Dennis Corona, D.D.S. exercise the option as set forth in 6.2(e), the
requirements of this Section shall not prohibit DCA or dentists associated with
the PA, subject to all applicable laws governing the confidentiality of patient
records and the

10
<PAGE>

consent of the patients in question, arranging for the transfer of patient
records to such other dentists.

7.3 TRADE SECRETS COVENANT. During the term of this Agreement and
for an additional five (5) year period from the termination of the same, PA and
Stockholder agree that they will not disclose to any person or entity, any trade
secrets of DCA including, but not limited to, manuals, operating systems,
reporting systems, training systems (and other matters to be added), that the PA
and Stockholder have become privy to or have used during their involvement with
DCA or its predecessor-in-interest. This covenant on the part of PA and
Stockholder shall be construed as an agreement.

7.4 NONSOLICITATION AGREEMENT. PA and Stockholder agrees that they,
shall not during or at any time after termination or expiration of this
Agreement, solicit any employees of DCA to leave DCA or become employed by
either of them or any entity with which either of them is directly or indirectly
related. PA and Stockholder agree that during this agreement and for three (3)
years subsequent to the proper termination or expiration hereof, it or he will
not solicit any customers, clients, buyers, distributors or manufacturers to
cease doing business with DCA or to do business solely with them or any entity,
business, corporation or partnership with which either PA and/or Stockholder are
either directly or indirectly related.

DCA agrees that neither it, or any person or entity
controlling it or controlled by it or under common control with it, or otherwise
directly or indirectly affiliated with it (collectively the DCA related
entities") shall during or at anytime after termination or expiration of this
Agreement, solicit any employees of the P.A. to leave the P.A. or to become
employed by DCA or any entity with which it is directly or indirectly related
(solicitation is intended to include, without limitation offering to pay or
paying, compensation or other benefits in excess of that being provided to
employees of the PA). DCA agrees that during the term of this Agreement and for
three (3) years subsequent to the proper termination or expiration hereof
neither DCA or any DCA related entity will solicit any customers, clients,
patients, buyers, distributors, manufacturers or managed care organizations or
contractors to cease doing business with the P.A. or Stockholder or to do
business with DCA or any DCA related entity.

7.5 RETURN OF DCA DOCUMENT. INFORMATION OR PRODUCTS. PA and
Stockholder agrees that upon termination or expiration of this Agreement with
DCA for any reason, they shall immediately, but no longer than ten (l0) business
days from such termination, return to DCA all documents or information in any
form or medium, whether written or electronic, either owned by DCA, or to which
DCA has a right of possession, including, but not limited to, pricing lists,
commercial material, manufacturers' information, correspondence, financial
information, etc. In addition, PA and Stockholder shall return all products,
samples and any and all research regarding same by appropriate carrier to DCA
promptly, but no later than ten (10) business days from his termination or
expiration. PA and Stockholder further agrees to return any and all equipment,
computers, vehicles, etc. either owned by or to which DCA has a sole right of
possession which are not assigned to the PA, immediately upon termination or
within ten (10) business days after termination or expiration. The return of
such documentation, information and/or products and equipment shall be a strict
condition precedent to the payment of any and all commissions/salary

11
<PAGE>

or any other compensation, if any, then due and owing to PA and/or Stockholder,
and the failure to return documents, products or equipment in a timely manner
shall entitle DCA to withhold any and all payments due to PA and/or Stockholder
until compliance with these provisions.

VIII. INDEPENDENT CONTRACTORS

8.1 INDEPENDENT RELATIONSHIP. DCA intends to act and perform as an
independent contractor of the PA, and the provisions hereof are not intended to
create any partnership, joint venture, agency or employment relationship between
the parties. The PA, the Stockholder and the Dentists will not have any claim
under this Agreement, or otherwise, against DCA for vacation pay, sick leave,
unemployment insurance, worker's compensation, disability benefits or employee
or any other employment related benefits of any nature or kind.

IX. GENERAL PROVISIONS

9.1 ASSIGNMENT. DCA shall have the right to assign or sell its rights
hereunder to any person, corporation, partnership or other legal entity wholly
owned by or under common ownership with DCA, or in connection with any merger,
consolidation, acquisition or public offering. DCA acknowledges and agrees that
PA is entering into this Agreement based upon and in reliance upon the expertise
and specific experience of DCA, and except as set forth above, and in Section
6.2(d) neither DCA nor the PA shall have the right to assign their respective
rights and obligations hereunder without the written consent of the other party.
Subject to this provision, this Agreement shall be binding upon the parties
hereto, and their successors and assigns.

9.2 WHOLE AGREEMENT: MODIFICATION. There are no other agreements or
understandings, written or oral, between the parties regarding this Agreement
and the Exhibits, other than as set forth herein. This Agreement shall not be
modified or amended except by a written document executed by all parties to this
Agreement.

9.3 NOTICES. All notices, consents, waivers, and other communications
under this Agreement must be in writing and will be deemed to have been duly
given when (a) delivered by hand (with written confirmation of receipt), (b)
sent by facsimile transmission (with written confirmation of receipt), provided
that a copy is mailed by certified mail, return receipt requested, or (c) when
received by the addressee, if sent by a nationally recognized overnight delivery
service (receipt requested), in each case to the appropriate addresses and
facsimile numbers set forth below (or to such other addresses and facsimile
numbers as a party may designate by written notice to the other parties with
such written notice to be given a set forth in this section.

To PA
Gaeta Dental & Associates, P.A.
3052 Harbor Boulevard
Port Charlotte, Florida 33952
Facsimile No:_______________
Attention: Joseph Gaeta

12
<PAGE>

And to Stockholder
Joseph Gaeta
_____________________________
Port Charlotte, Florida ___________
Facsimile No:_______________

To DCA: Dental Care Alliance, L.L.C.
1343 Main Street, 7th Floor
Sarasota, Florida 34236
Facsimile No: (941) 366-9615
Attention: Dr. Steven Matzkin
With a
copy to: Abel, Band, Russell, Collier, Pitchford
and Gordon Chartered
P. O. Box 49948
Sarasota, FL 34230
Facsimile No: (941) 366-3999
Attention: Ronald L. Collier, Esquire

9.4 WAIVER OF PROVISIONS. Any waiver of any terms and conditions hereof
must be in writing, and signed by the parties hereto. The Waiver of any of the
terms and conditions of this Agreement shall not be construed as a waiver of any
other terms and conditions hereof.

9.5 GOVERNING LAW. The validity, interpretation and performance of this
Agreement shall be governed by and construed in accordance with the laws of the
State of Florida.

9.6 EVENTS EXCUSING PERFORMANCE. Neither party shall be liable to the
other party for failure to perform any of the services required herein in the
event of strikes, lock-outs, acts of God, unavailability of supplies or other
events over which that party has no control for so long as such events continue,
and for a reasonable period of time thereafter.

9.7 COMPLIANCE WITH APPLICABLE LAWS. Both parties shall comply with all
applicable federal, state and local laws, regulations and restrictions in the
conduct of their obligations under this Agreement.

9.8 SEVERABILITY. The provisions of this Agreement shall be deemed
severally and if any portion shall be held invalid, illegal or unenforceable for
any reason, the remainder of this Agreement shall be effective and binding upon
the parties.

9.9 ADDITIONAL DOCUMENTS. Each of the parties hereto agrees to execute
any document or documents that may be requested from time to time by any other
party to implement or complete such party's obligations pursuant to this
Agreement.

13
<PAGE>

9.10 ATTORNEYS' FEES. If legal action is commenced by any party to
enforce or defend its rights under this Agreement, the prevailing party in such
action shall be entitled to recover its costs and reasonable attorneys' fees in
addition to any other relief granted.

9.11 CONTRACT MODIFICATIONS FOR PROSPECTIVE LEGAL EVENTS. In the event
any state or federal laws or regulations, now existing or enacted or promulgated
after the effective date of this Agreement, are interpreted by judicial
decision, a regulatory agency or legal counsel for both parties in such a manner
as to indicate that the structure of this Agreement may be in violation of such
laws or regulations, the PA and DCA shall amend this Agreement as necessary To
the maximum extent possible, any such amendment shall preserve the underlying
economic and financial arrangements between the PA and the DCA.

9.12 REMEDIES CUMULATIVE. No remedy set forth in this Agreement or
otherwise conferred upon or reserved to any party by law shall be considered
exclusive of any other remedy available to any party, but the same shall be
distinct, separate and cumulative and may be exercised from time to time as
often as occasion may arise or as may be deemed expedient.

9.13 LANGUAGE CONSTRUCTION. The language in all parts of this Agreement
shall be construed, in all cases, according to parties acknowledgment that each
party and its counsel have reviewed and revised this Agreement and that the
normal rule of construction to the effect that any ambiguities are to be
resolved against the drafting party shall not be employed in the interpretation
of this Agreement.

9.14 NO OBLIGATION TO THIRD PARTIES. None of the obligations and duties
of any party under this Agreement shall in any way or in any manner be deemed to
create any obligation to, or any rights in, any person or entity not a party to
this Agreement.

9.15 ENTIRE AGREEMENT/AMENDMENTS. This Agreement supersedes all
previous contracts and agreements between the parties respecting the subject
matter of this Agreement including without limitation that certain Management
Agreement dated June 7, 1993 between Profit, PA and Stockholder, which Agreement
shall become null and void upon this Agreement becoming effective, and upon such
event, neither party shall have any further obligation to the other whatsoever,
except as may be specifically set forth in this Agreement, the License
Agreement, the Lease, and Option Agreement. As between or among the parties, no
oral statement or prior written material not specifically incorporated herein
shall be of any force and effect. This Agreement may be executed in two or more
counterparts, each and all of which shall be deemed an original and all of which
together shall constitute but one and the same instrument and shall not be
amended, altered or changed except by a written amendment signed by the parties
hereto.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first written above.

P.A.:

GAETA DENTAL & ASSOCIATES, P.A.

14
<PAGE>

By: /S/ JOSEPH GAETA
-----------------------------------------
Signature

JOSEPH GAETA
-----------------------------------------
Printed Name

PRESIDENT
-----------------------------------------
Title

STOCKHOLDER:

JOSEPH GAETA

By: /S/ JOSEPH GAETA
-----------------------------------------
Signature

JOSEPH GAETA
-----------------------------------------
Printed Name

STOCKHOLDER
-----------------------------------------
Title

DCA:

DENTAL CARE ALLIANCE, INC.,
a Delaware corporation

By: /S/ STEVEN MATZKIN
-----------------------------------------
Signature

STEVEN MATZKIN
-----------------------------------------
Printed Name

PRESIDENT
-----------------------------------------
Title

15
<PAGE>

EXHIBIT A

PRACTICE LOCATION

<PAGE>

EXHIBIT B

BUSINESS SERVICES PROVIDED BY DCA

DCA shall be responsible for providing all business and administrative
services required for the routine day-to-day operations of the Practice's
operations, only as follows; and otherwise ads deemed reasonably necessary by
DCA, or in the sole discretion of DCA as may be reasonably requested by PA.

(a) Employment and training of the Practice's non-dental staff.

(b) Payroll administration and accounting.

(d) Recruitment of additional dentists.

(e) Facilitating the ordering of supplies.

(f) Bookeeping and accounting. Preparation of monthly financial
statements providing true, correct and complete copies thereof to
PA each month, and when same are completed.

(g) Processing and distribution of all checks, including but not
limited to, payroll, payables, taxes and rents, and provision of
copies of all bank statements to PA on a monthly basis promptly
after the same are received by DCA.

(h) Provision of business forms, and provision of consulting advice on
business procedures any systems.

(i) Establishment of administrative controls to assure against theft.

(j) Billing and collections supervision.

(k) Marketing and advertising.

(l) Installation of computer hardware and software. Training of staff
in utilization.

(m) Preparation of statistical data and analysis of office operations.

(n) Provision of consulting advise on improving office efficiency.

(o) Provision of consulting advise on office location and layouts.

<PAGE>

(p) Negotation of office leases.

(q) Legal Services for the Practice's routine operations (not
including professional liability or malpractice defense).

(r) Solicitation of and assistance in negotations of managed care
contracts.

(s) Consulting services and advise (as requested) on office efficiency
and productivity.

(t) On behalf of the PA, and with the PA's funds (there is no
independent obligation of DCA to anyone to make any payments
except to the extent of the avilability of PA funds) payment of
all accounts and notes payable as and when the same become due and
payable in accordance with their respective terms.

<PAGE>

EXHIBIT C

SUBLEASE

<PAGE>

EXHIBIT D

INDEPENDENT CONTRACTOR AGREEMENT

<PAGE>

EXHIBIT E

NOTE SCHEDULE

<PAGE>

EXHIBIT F

DEFINITION OF NET PROFIT

Net profit shall be defined as:

Total collected revenues on a cash basis minus any patient refunds
minus practice expenses (listed on Exhibit J).

<PAGE>

EXHIBIT G

LICENSE AGREEMENT

<PAGE>

EXHIBIT H

AGREEMENTS SUBJECT TO EARLY TERMINATION AT OPTION
OF PA CONSISTENT WITH SECTION 6.2(B)

Lease Agreement for the Office

DCA Licensing Agreement

<PAGE>

EXHIBIT I

OPTION AGREEMENT

<PAGE>

OPTION AGREEMENT

This Option Agreement made in duplicate this 20th of October, 1996,
between STEVEN R. MATZKIN, hereinafter called Seller, whose post office address
is 1343 Main Street, Seventh Floor, Sarasota, Florida 34236, and JOSEPH A.
GAETA, hereinafter called Buyer, whose post office address is 3052 Harbor
Boulevard, Port Charlotte, Florida.

WITNESSETH:

That for and in consideration of the sum of One Dollar ($1.00) as
option money, together with the obligations of Buyer pursuant to that certain
Administrative Services Agreement of even date between the parties, the receipt
and sufficiency of which are hereby acknowledged by the parties, Seller does
hereby grant to Buyer an exclusive option, for the period set forth in paragraph
1 below, to buy upon the hereinafter contained terms and conditions, his 55%
undivided interest in the following described property situate in Charlotte
County, Florida:

See Exhibit A attached hereto.

1. EXERCISE OF OPTION. This option shall be exercised, if at all, by
notice in writing to Seller, at 1343 Main Street, Seventh Floor, Sarasota,
Florida 34236, with a copy to J. Kevin Drake, Esq., 1343 Main Street, Suite 204,
Sarasota, Florida 34236, both of which shall be mailed, certified, return
receipt requested, or delivered personally to Seller, before 12:00 Midnight,
January 20, 1999, and if not exercised within said time, and in the manner
required hereby, this option shall thereupon terminate, be of no further force
or effect and the option money shall be deemed fully earned by Seller. No
portion of said option money shall be credited against the purchase price. In
the event this option is properly exercised, then Seller agrees to sell and
Buyer agrees to buy upon the hereinafter contained terms and conditions, the
aforesaid property. It shall be an absolute condition of the option to purchase
and in order for the notice to be proper and effective, that Gaeta Dental &
Associates, P.A. shall have first or simultaneously exercised its buy out option
(the "Buyout") pursuant to Section 6.2(b) of that certain Administrative
Services Agreement of even date by and between Gaeta Dental & Associates, P.A.
and Dental Care Alliance, Inc. Upon proper exercise of this option, this
agreement shall become a binding obligation upon Seller to sell and Buyer to
purchase the aforesaid property subject to the terms herein.

2. PURCHASE PRICE AND CLOSING. The total purchase price of said
property shall be paid to Seller in cash at closing and shall be agreed upon by
the parties, or, in the absence of such agreement shall be calculated as
follows:

The Purchase Price of the Property shall be 55% of the Property Equity.
For purposes of this paragraph, the term "Property Equity" shall be defined as
the difference between the payoff amounts for the mortgages identified on
Exhibit B attached hereto (the "Mortgages") at the time of closing on this
Option to Purchase and the fair market value of the Property as determined by an
MAI Appraiser selected by mutual agreement of the parties except that the
parties hereby agree that such value shall not, for purposes hereof, be less
than $400,000.00. Such valuation

<PAGE>

shall be made upon proper exercise of the Option to Purchase by Buyer. The cost
of the Appraisal shall be borne by the Buyer. In the event either party shall
disagree with the appraisal, then that party may select another MAI appraiser,
at that party's sole cost and expense, and the fair market value of the Property
shall be the average of all the appraisals obtained.

Subject to the curative period set forth in paragraph 4 below, the sale
shall be closed at the offices of J. Kevin Drake, P.A. on the date established
by the Seller following exercise of the option to purchase by Buyer, but in no
event shall such date be later than Ninety (90) days following receipt of
Buyer's notice of exercise of the option to purchase.

For purposes of clearing title, and in addition to any other remedy
available to Seller, this instrument shall be considered void and of no further
force and effect if a deed of conveyance for the interest described herein from
Seller to Buyer is not recorded on or before April 30, 1999.

3. TITLE EVIDENCE. Seller shall furnish to Buyer a title insurance
policy issued by Attorneys' Title Insurance Fund, Inc. or other reputable title
insurance company showing an insurable title to said property in Seller, except
for the items set out in Exhibit C, tenants in possession, standard ALTA
exceptions, covenants, restrictions and easements of record and taxes for the
current year. A binder shall be furnished to Buyer within fourteen (14) days
from the date of exercise of this option. Title examination and search expenses
and the premium for the title insurance shall be borne by Buyer.

4. TITLE OBJECTIONS. If title is found to be unmarketable, Buyer shall
notify Seller in writing within five (5) days after receipt of the title
insurance binder, specifying the defects, and Seller shall use its best efforts
within a period of 120 days after receipt of such notice to cure the defects in
title. Upon Seller's failure to correct the defects in title, the earnest money
deposit paid, at the option of the Buyer, shall be returned to the Buyer upon
demand and all rights and liabilities hereunder shall cease, or Buyer may close
the purchase in the same manner as if no defects had been found. The matters set
forth in paragraph 3 or listed on Exhibit B shall not constitute valid
objections to title.

5. CONVEYANCE. Simultaneously with the payment of the balance of the
Purchase price as provided in paragraph 2 hereof, Seller shall deliver to Buyer
a fully executed and sufficient warranty deed for recording, conveying to Buyer
a marketable fee simple title free and clear of all liens, encumbrances and
limitations, except those matters mentioned in paragraph 3 above.

6. CLOSING COSTS. The Buyer shall pay the documentary stamps tax on the
conveyance and the fee for recording the deed.

7. DAMAGE. If the improvements on the described property are damaged by
fire or other casualty before closing and can be restored to substantially the
same condition as they exist on the date of execution hereof, within a period of
not more than 60 days after the above date set for closing, then Seller shall so
restore said improvements and the closing date shall be extended accordingly. If
said restoration cannot be completed within said period of time, then Buyer may,
at Buyer's option, regain the earnest money theretofore paid and the parties
shall be relieved of all

2
<PAGE>

obligations hereunder, or elect to purchase the property in the damaged
condition and take an assignment of all benefits paid or payable as a result of
said loss, from any insurance on the subject property.

8. TERMITE INSPECTION. Within 15 days from full execution hereof Buyer
may have the improvements located on said property examined to ascertain if any
part hereof has been damaged by or is infested with termites, wood beetles, dry
rot or other destructive inspects or agencies; if any such condition or damage
be found, Seller shall have the option to correct same at Seller's expense or to
terminate this agreement and refund all earnest money theretofore paid,
provided, however, Buyer may elect to accept said property in its then present
condition.

9. SURVEY. Buyer, at Buyer's expense, may obtain a survey of said
property. If such survey shows any violation of restrictions of governmental
wning regulations, or if any improvements, other than plantings, driveways or
walkways, are constructed over any easements, or if the improvements are not
entirely within the above described property, or if there are any encroachments
or overlaps, the same shall be deemed a defect in title.

10. ATTORNEY'S FEES. Any party failing to comply with all of the terms,
covenants and conditions hereof will pay all expenses, including a reasonable
attorney's fee, incurred by the other party, as a result of such failure.

11. NOTICES. Notices shall be set by certified mail, return receipt
requested, to Seller at 1343 Main Street, Seventh Floor, Sarasota, Florida
34236, with a copy to J. Kevin Drake, Esq., 1343 Main Street, Suite 204,
Sarasota, Florida 34236, and to Buyer at 30521 Harbor Boulevard, Port Charlotte,
Florida.

12. RECORDING. This agreement shall be recorded in the public Records
of Charlotte County, Florida.

13. INSPECTION. The Buyer has inspected the real property and agrees to
accept the real property in its then "as is" condition. The Seller makes no
representations or warranties regarding the real property other than those
warranties contained within the deed of conveyance.

14. ENTIRE AGREEMENT. No agreements, unless incorporated in this option
shall be binding upon any of the parties. This agreement may be modified or
amended only in writing signed by the parties.

15. NON-HOMESTEAD. Seller covenants that neither he nor his family
reside upon the above-described Property nor do they reside upon property
contiguous or adjacent thereto.

16. EXECUTION. If this agreement is not executed by all parties hereto
within 7 days of the execution hereof by the first party signing same, then all
deposits theretofore paid shall be returned to Buyer and this agreement shall be
of no further force or effect.

17. ASSIGNMENT. This agreement may not be assigned by Buyer without the
prior written consent of Seller.

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<PAGE>

18. NO BROKER. Buyer warrants that Buyer has dealt with no real estate
agent or broker in connection with the transaction contemplated by this
agreement in such a manner as to obligate Seller for a commission. Without
limiting the effect of the foregoing, Buyer agrees to indemnify and hold Seller
harmless against any claim or demand made by any broker or agent claiming to
have dealt with or consulted with Buyer contrary to the foregoing warranty.

19. MISCELLANEOUS. Time is of the essence of this agreement. Where
necessary to effectuate the intent of the parties, the agreements herein shall
survive the closing. The terms and conditions hereof shall bind and the benefits
inure to ehe parties hereto and to their respeceive heirs, devisees, personal
representatives, successors and assigns.

20. CROSS-DEFAULT. A default by Buyer under any of the following
described agreements shall constitute a default under this Option Agreement,
whereupon the option shall terminate, be of no further force and effect and the
option money shall be retained by Seller as consideration for this Agreement:

<TABLE>
<CAPTION>
INSTRUMENT PARTIES DATE
---------- ------- ----
<S> <C> <C>
Commercial Retail Building Lease Steven R. Matzkin, Landlord October 20, 1996
Gaeta Dental & Associates, P.A.,
Tenant

Administrative Services Agreement Dental Care Alliance, Inc., Gaeta October 20, 1996
Dental & Associates, P.A.
</TABLE>

<PAGE>

IN WITNESS WHEREOF, the parties have hereunto set their hands and
seals.

SELLER:

Executed by Seller on
OCTOBER 20, 1996
/S/ STEVEN R. MATZKIN
----------------------------------
Steven R. Matzkin

BUYER:

Executed by Buyer on
OCTOBER 20, 1996
/S/ JOSEPH A. GAETA
----------------------------------
Joseph A. Gaeta

STATE OF FLORIDA )
) SS
COUNTY OF )

The foregoing instrument was acknowledged before me this ___ day of
October, 1996, by Steven R. Matzkin, who is personally known to me or produced
____________ as identification, and [did] [did not] take an oath.

Notary:_________________________________
[NOTORIAL SEAL] Print Name:_____________________________
Notary Public, State of:________________
My Commission Expires:__________________
Commission Number:______________________

STATE OF FLORIDA )
) SS
COUNTY OF )

The foregoing instrument was acknowledged before me this ___ day of
October, 1996, by Joseph A. Gaeta, who is personally known to me or produced
____________ as identification, and [did] [did not] take an oath.

5
<PAGE>

EXHIBIT J

PRACTICE EXPENSE

Cost of Sales
Dental Supplies
Implant Supplies
Lab Expense-Internal
Lab Expense-External
Materials
Contract Dentists
Stockholder Salary (excluding his profit distribution)
Hygiene Wages
Lab Tech. Wages

Operating Expenses, Compensation & Benefits, Salaries & Wages
Dental Assistant Wages
Administrative Personnel Wages
Bonuses

Payroll Taxes
FICA Tax Expense
Medicare Tax Expense
FUTA Tax Expense
SUTA Tax Expense

Benefits
Health Insurance
Continuing Education
Fringe benefits for the Stockholder up to an
aggregate of $1,000 per month

Facilities
Rent-Office
Rent-other
Telephone
Pest Control
Cleaning Service
Utilities

Repairs & Maintenance
Dental Equipment
Computer Equipment
Building
Office Equipment

<PAGE>

Advertising
Television
Newspaper
Yellow Pages
Magazines
Direct Sales
Seminars for the Stockholder

Outside Services
Accounting Services
Payroll Services
Auditing Services
Legal Services
Temporary Help
Misc. Outside Services

Lease Expense
Dental Equipment Lease
Telephone Lease
Computer Lease
Office Equipment Lease

Insurance
Workers Compensation Insurance
Liability Insurance
Malpractice Insurance
Misc. Insurance
Property and Casualty Insurance (office, Building)
Personal Property (contents)
Coverage Insurance

General Office Expenses
Administrative Support
Vehicle Expense
Computer Expense
Dues & Subscriptions
Office Expenses
Small Equipment Tools
Operating Supplies
Uniforms
Postage & Freight

Miscellaneous Expenses
Bank Charges
Cash Over/Short

<PAGE>

Credit Guarantee Fees
Credit Card Charges
License, Fees & Permits
Taxes-Others
Property Taxes
Sales Taxes
State Taxes
Reimbursement Expenses
DCA Licensing Fees up to $1,000 per month
Other Misc. Expenses

Principal & Interest Expense
Notes associated with practice capitalization

<PAGE>

EXHIBIT G

SHORT FORM LICENSE AGREEMENT

This License Agreement (this "Agreement") is entered into this 20th day
of October, 1996, by and between Dental Care Alliance Inc., a Delaware
corporation, with its principal place of business located at 1343 Main Street,
7th Floor, Sarasota, Florida 34236 ("DCA"), and Gaeta Dental & Assoc., P.A., an
individual/corporation residing located at 3052 Harbor Blvd., Port Charlotte,
Florida ("Licensee").

RECITALS

A. As a result of time, effort, experience and the expenditure of
money, DCA has acquired unique and special skills, technique and knowledge
concerning the ownership, management and operation of dental service offices.

B. DCA has devised a unique and uniform network of entities (the
"Network"), to the members of which DCA offers a particular package of services,
including, without limitation, marketing and promotional services, discounted
products and supplies, the right to identify a dental service office in
connection with the Licensed Marks (as defined in Section 9 hereof, and other
services related to the operation of a dental service office.

C. DCA has the right to offer to others a license to use the Licensed
Marks in connection with the operation of a dental service office and to operate
as a member of the network.

D. Licensee desires to avail himself or itself to the benefits of using
the Licensed Marks and participating in the Network, subject to and in
accordance with the covenants, terms and conditions of this Agreement and any
and all other documents, agreements, schedules and exhibits executed in
connection herewith.

E. The Parties acknowledge executing simultaneously herewith a Dental
Care Alliance Inc. Administrative Service Agreement.

F. DCA desires to grant to Licensee a license for the right to operate
a Dental Office (as hereinafter defined).

NOW, THEREFORE, in consideration of the full and faithful performance
hereafter by Licensee of all the covenants, terms and conditions herein
contained to be performed by Licensee, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto hereby agree as follows:

1. INCORPORATION OF RECITALS.

The Recitals are hereby incorporated into this Agreement as if set
forth more fully herein.

<PAGE>

2. GRANT OF LICENSE.

DCA hereby grants to Licensee, for a period commencing upon the date of
execution of this Agreement and expiring simultaneously with the DCA
Administrative Service Agreement of even date unless and until otherwise
terminated prior thereto or extended thereafter in accordance with the terms set
forth herein (the "Original Term"), a license (the "License") for the right:

(a) To operate a single dental service office at the following
location: 3052 Harbor Blvd., Port Charlotte, Florida (the
"Dental Office"); and

(b) To identify the foregoing Dental Office as a member of the
Network and to use one or more of the Licensed Marks in
connection therewith.

For the original Term of this Agreement, unless otherwise terminated
prior thereto or extended thereafter in accordance with the terms set forth
herein, the foregoing right and license shall be exclusive to Licensee for the
Territory identified as follows: five mile radius from dental office (the
"Exclusive Territory"). This grant, however, does not give Licensee any
exclusive rights nor impose upon DCA any obligations with respect to any other
business, licensed or otherwise, engaged in by DCA either directly or through
any other entity. Without limiting the application of the preceding sentence,
DCA specifically retains the right, in its sole discretion, and without granting
any rights to Licensee in connection therewith, to operate and grant other
licenses for the operation of Network Dental Offices outside of the Exclusive
Territory as DCA, in its sole discretion, deems appropriate.

3. CONDITIONS PRECEDENT TO EFFECTIVENESS OF THIS AGREEMENT.

As a condition to the effectiveness of this Agreement,
Licensee shall upon the execution of this Agreement, shall deliver to DCA
appropriate documentation evidencing the authority of the individual executing
this Agreement on behalf of Licensee.

4. PAYMENT OBLICATIONS OF LICENSEE.

In consideration of the License herein granted Licensee hereby agrees
and consents as follows:

(a) Licensee shall pay to DCA, for each month during the Original
Term, a monthly license fee (the "License Fee") in the amount
of One Thousand Dollars ($1,000), to be paid on or before the
tenth (10th) day of each calendar month for the immediately
preceding calendar month. For any renewal terms of this
Agreement, the License Fee shall be the License Fee charged by
DCA under DCA's then current form of License Agreement. All
License Fee payments shall be deemed earned by DCA upon receipt
and shall not be refundable under any circumstances.

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<PAGE>

5. OTHER OBLIGATIONS OF LICENSEE.

5.1 SIGNAGE. In the event Licensee's Dental Office is identified with
free-standing outdoor signage, Licensee may, but shall not be required to,
display one or more of the Licensed Marks on the facing of such signage in a
reasonably appropriate manner, PROVIDED, HOWEVER, that in no event shall more
than twenty percent (20%) of the facing of any such signage be comprised of one
or more Licensed Marks or otherwise be used to identify the Dental Office's
affiliation with the Network. Notwithstanding anything contained herein to the
contrary, Licensee shall not be required to have or obtain any freestanding
outdoor signage in connection with the Dental Office.

5.2 WARRANTY PROGRAM. Licensee acknowledges that DCA requires each
and every member of the Network to extend a five (5) year limited warranty (the
"DCA Warranty") to the patients of their respective Dental Offices. In
particular, the DCA Warranty requires Licensee to guarantee, for a period of
five (5) years, all material and workmanship on all fillings, dentures,
partials, bridges and crowns provided at any Dental Office and paid for in full
by the patient. Subject to certain exceptions to be determined by DCA from time
to time in its sole discretion the DCA Warranty requires the Licensee to repair
or replace the defective product at no extra charge to the patient. Accordingly,
by executing this Agreement, Licensee hereby agrees to honor the DCA Warranty
and to perform services to patients of the Network in full compliance therewith.
Licensee further agrees that DCA shall be entitled, from time to time hereafter,
subject to the approval of Licensee, not to be unreasonably withheld, to amend
the DCA Warranty or to adopt additional warranty policies.

5.3 RESTRICTIONS ON OPERATIONS. Licensee's Dental Office may not be
used for any purpose other than the operation of dental service related
businesses. Licensee shall not provide any non-dental related services at the
Dental Office that are not otherwise approved by DCA in its sole and absolute
discretion.

6. REPRESENTATIONS AND WARRANTIES.

Licensee represents and warrants to DCA that, for so long as this
Agreement is in effect, it will maintain its existence in good standing as a
sole proprietorship, corporation, partnership or other entity, as applicable.

7. LICENSED MARKS.

Subject to the provisions of this Agreement, DCA hereby grants to
Licensee the right and license to use one or more of DCA's trademarks, service
marks, trade names, logotypes and commercial symbols (collectively, the
"Licensed Marks") in connection with the Dental Office. Notwithstanding the
foregoing, Licensee shall only display or otherwise use the Licensed Marks in
the manner or manners approved or designated by DCA in writing. Each such
display or use of one or more of the Licensed Marks shall clearly identify
Licensee as a licensee of such Licensed Marks, and not the owner or licensor
thereof.

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<PAGE>

Nothing contained herein gives Licensee any interest in or to any of
the Licensed Marks or any component thereof, nor the goodwill now or hereafter
attached thereto, except for the right to use such Licensed Marks as authorized
by DCA, pursuant to and for the term of this Agreement, solely in connection
with the operation of Licensee's Dental Office. Licensee shall not use the
Licensed Marks as part of any other corporate or trade name or with any prefix,
suffix or other modifying words, terms, designs or symbols, or in any modified
form, nor may Licensee use any Licensed Mark in connection with sale of any
unauthorized product or serve or in any other manner not expressly authorized in
writing by DCA.

Licensee shall not engage in or permit any act calculated to prejudice,
affect, impair or destroy the title or interest of DCA in and to any of the
Licensed Marks or any related or similar name. In addition, Licensee shall
immediately notify DCA of any apparent infringement of one or more of the
Licensed Marks by any third party or any challenge to Licensee's use of any of
the Licensed Marks.

In such instance, Licensee shall not communicate with any person other
than DCA and Licensee's counsel with respect to such infringement or challenge.
In addition, Licensee shall cooperate fully with DCA in defense and protection
of the Licensed Marks in question.

Notwithstanding the foregoing, DCA shall have sole discretion to take
such action as it deems appropriate and to exclusively control any litigation or
administrative proceedings arising out of any infringement, challenge or claim
regarding any one or more of the Licensed Marks. Licensee agrees to execute any
and all instruments and documents, render such assistance and do such acts and
things as may, in the opinion of DCA's counsel, be necessary or advisable to
protect and maintain the interests of DCA in any such proceeding or to otherwise
protect and maintain the interests of DCA in and to the Licensed Marks. Except
as specifically provided herein, DCA shall not otherwise be obligated to protect
or defend any of the Licensed Marks in any litigation or administrative
proceeding arising out of any infringement, challenge or claim if it elects not
to do so in its sole discretion.

If for any reason DCA or Licensee is ultimately prohibited from using
any one or more of the Licensed Marks, Licensee shall not be entitled to any
compensation therefor, nor shall compensation be paid by DCA to Licensee as a
result thereof. Further, Licensee may, immediately upon the request of DCA, be
required to modify or discontinue the use of one or more of the Licensed Marks,
or to use one or more additional or substitute trademarks, service marks, trade
names, logotypes or other commercial symbols in lieu of one or more of the
Licensed Marks, in connection with the Dental Office.

8. NO EMPLOYMENT INTENDED.

Nothing herein contained shall in any way be construed as constituting
Licensee, its Dentist in charge or any other employee or representative of
Licensee as an employee, agent, partner, subsidiary or joint venturer of DCA.
Licensee shall perform hereunder as an independent contractor at its sole
expense and risk and shall advertise this fact to the public, and assumes full
responsibility and liability for, and agrees to hold DCA harmless from any
claims, suits, actions,

4
<PAGE>

losses, expenses, injury or damage, including, but not limited to, attorneys'
fees and other expenses incident thereto, incurred at any time by DCA as a
result of Licensee's activities in operating the Dental Office or arising out
of this Agreement.

NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE CONTRARY, DCA IS NOT,
AND SHALL NOT BE DEEMED TO BE, PROVIDING TO LICENSEE, OR TO ANY OF MEMBERS OF
LICENSEE'S STAFF, ANY TRAINING, ADVICE OR CONSOLATION IN, NOR PRESCRIBING ANY
STANDARDS OR GUIDELINES PERTAINING TO, THE PROVISION OF DENTAL OR OTHER MEDICAL
CARE TO THE PATIENTS OF LICENSEE. CONSEQUENTLY, IN NO EVENT SHALL DCA IN ANY WAY
BE HELD LIABLE TO ANY THIRD PARTY FOR OR AS A RESULT OF THE PROVISION OF DENTAL
OR OTHER MEDICAL CARE BY LICENSEE OR BY ANY MEMBERS OF LICENSEE'S STAFF.

9. TERMINATION.

This License Agreement shall terminate immediately upon the termination
of DCA's Administrative Service Agreement attached hereto. The terms and
conditions of paragraph 6 of DCA's Administrative Service Agreement shall
control the termination of this License Agreement.

10. LICENSEE'S OBLIGATIONS UPON TERMINATION OR EXPIRATION.

Upon termination of the License, whether by DCA or Licensee, or upon
expiration of the term of the License or any renewal term thereof, Licensee
shall have the following obligations:

(a) Licensee shall immediately discontinue use of all Licensed
Marks, signs, structures literature, forms, promotional
advertising materials and any other article of personally
indicative of DCA or the Network, or which may be confusingly
similar thereto, or any designation indicating the existence
of an affiliation between Licensee and DCA or the Network. The
foregoing shall include immediately taking such action as may
be required to cancel any and all assumed names or equivalent
registrations relating to or in any way utilizing one or more
of the Licensed Marks.

(b) Licensee shall take immediate steps to cancel or otherwise
discontinue its use or display of any references to the
Licensed Marks in any telephone or trade directories or in any
advertising.

(c) Licensee shall return to DCA any materials, signs and displays
loaned or leased to Licensee by DCA in connection with this
Agreement.

(d) Licensee shall, as DCA so directs, either destroy or surrender
to DCA all other items containing or displaying the Licensed
Marks.

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<PAGE>

(e) Licensee shall pay to DCA or the appropriate DCA Affiliate,
within ten (10) calendar days after the effective date of
termination or expiration of the License (or such later date
on which the amounts due to DCA or the DCA Affiliate are
determined), all amounts due under this Agreement accrued
through the termination date and any other agreement,
instrument or document executed in connection herewith,
including, without limitation, any and all outstanding License
Fees, rent, amounts owed for items leased or purchased from
DCA or any of the foregoing, and all other amounts owed by
Licensee to DCA or any DCA Affiliate that remain unpaid as of
such date.

(f) pon termination or expiration of the License for any reason,
all rights and privileges accruing or granted to Licensee
under this Agreement and in connection with the License shall
immediately cease and terminate.

11. REMEDIES OF DCA: ENFORCEMENT.

11.1 LATE PAYMENTS. If any sums required to be paid by Licensee to
DCA or any DCA Affiliate under this Agreement are not paid when due, DCA shall
have the right to charge interest on such unpaid sums, such interest to begin
accruing on the day immediately following the date on which such sums are due,
at the highest rate allowed by law, or, if no such rate exists, at a rate of two
percent (2.0%) per month. All such payments received shall be credited, first,
against interest payments due and, second, against principal payments due. In
addition, DCA may discontinue Licensee's right to identify itself as a member of
the Network and to lease or purchase equipment, instruments, supplies and
products under any national marketing contracts entered into by DCA for the
benefit of the Network and its members if Licensee is delinquent in any
payments. In addition, in the event Licensee fails to make prompt payment to DCA
or any DCA Affiliate or any amounts required under this Agreement, DCA shall be
entitled to terminate the License granted hereunder.

11.2 EQUITABLE REMEDIES. Licensee agrees that any breach or
threatened breach of this Agreement by Licensee would cause irreparable and
immediate harm to DCA and that money would not be an adequate remedy in the
event of any such breach. By reason of the foregoing, Licensee acknowledges and
agrees that DCA shall be entitled to injunctive or other equitable relief,
including, without limitation, entry of temporary restraining orders and
temporary and permanent injunctions, in the event of any breach or threatened
breach of this Agreement. Licensee hereby irrevocably waives any claim or
defense that an adequate remedy is available at law, and agrees not to interpose
any claim or defense that an adequate remedy at law exists. Nothing in this
Agreement shall prevent DCA from electing to seek any monetary or other relief
in addition to any equitable relief for breach or threatened breach of this
Agreement. The failure of DCA to institute a legal action promptly upon any such
breach shall not constitute a waiver of that or any other breach hereof.

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<PAGE>

12. ASSIGNMENT.

12.1 BY LICENSEE. Licensee agrees that, during the Original Term of
the License and for any renewal terms thereof, Licensee shall not sell, assign,
transfer, pledge or mortgage the License or any interest therein, without the
prior written consent of DCA, which consent (i) shall be at DCA's sole and
absolute discretion and (ii) may be subject to the satisfaction by Licensee or
the prospective transferee of the License, or both, of specific terms and
conditions, including, without limitation, executing DCA's current standard
license agreements, documents and instruments.

12.2 BY DCA. Licensee acknowledges and agrees that DCA may at any
time sell or assign, in whole or in part, its interest in the License or any
part thereof, without the consent of Licensee to any person or legal entity
wholly owned by or under common ownership with Licensor, or in connection with
any merger, consolidation, acquisition or public offering. In addition, Licensee
acknowledges and agrees that DCA may, at any time during the term of the
License, offer any of its securities in connection with a public offering by
filing an effective registration statement under the Securities Act of 1933, as
amended, or any similar federal law then in force.

13. COVENANTS AND RESTRICTIONS.

13.1 Licensee acknowledges that by and through this Agreement it
shall receive confidential business information of Licensor, copyrighted
information of Licensor, trade secrets of Licensor, as well as other valuable
business, proprietary and professional information. In addition, through this
license agreement and by the use of license marks, network materials and network
affiliation, Licensee will establish substantial relationship with prospective
or existing patients, customers, vendors, manufacturers, dental equipment
suppliers, advertisers, managed care contractors, and insurance providers.
Licensee will have the benefit of the good will associated with the license mark
and by being a network provider obtain goodwill specifically in the tradename,
trademark and service mark of Dental Care Alliance and the marks as described in
Paragraph 9 above and any subsequent license marks adopted by Licensor.

Licensee hereby agrees that it will not, during the course of this
License Agreement and for a period of three years from the effective date of
termination of this agreement, or if Licensee continues as a licensed operation
subsequent to the expiration of any written agreement three years from the
effective date that Licensee ceases to be affiliated with the Licensor, engage
in the business of providing administrative or practice networking services for
dental practices which are not owned by Licensee; PROVIDED HOWEVER that it is
understood by the parties that this provision shall not be construed to in any
way limit Licensee from engaging in the business of practicing dentistry and
providing dental services. Licensee further agrees that during the said three
year period that it will not directly or indirectly be connected with any
person, corporation, or business entity in competition with Licensor. Licensee,
its officers, directors and shareholders shall have no financial interest in or
in any business which is competitive with Licensor.

Further, Licensee will use his best efforts to cause each of its
professional employees to execute a covenant not to compete as set forth in
attached Exhibit "D" and agrees to use his best

7
<PAGE>

efforts to cause such professional employees to refrain from engaging in any
competitive businesses either as a principal, investor, consultant or employee
that is similar to or competes with business conducted by Licensor.

13.2 COVENANT NOT TO DISCLOSE TRADE SECRET. During the term of this
Agreement and for an additional five year period from the termination of the
same Licensee agrees that it will not disclose to any person or entity any trade
secrets of Licensor, including but not limited to promotional materials,
marketing materials, assurance contracts, customer lists, pricing information,
advertising information, management materials, preferred provider contracts, or
insurance agreements, or like materials relating to the Licensor or the business
of the Licensor that the Licensee has become privy to or has used during its
involvement with Licensor.

13.3 ENFORCEMENT OF COVENANTS. Licensee acknowledges that the
restraints set forth in the above paragraphs are reasonable and necessary for
the protection of legitimate business interests of Licensor and that these
covenants on the part of the Licensee shall be construed as an Agreement. The
existence of any claim or cause of action of the Licensee shall not be construed
as a defense to the enforcement by the Licensor of the covenants. It is agreed
by the Licensor and Licensee that if any portion of the restrictive covenants is
held unreasonable, arbitrary or against public policy these covenants shall be
considered to be diminishable both as to time and geographical area. To the
extent necessary to make it enforceable. These covenants shall not be construed
narrowly against the drafter but shall be given their fullest, broadest
interpretation to protect the legitimate business interest or Licensor.

It is understood that a court of competent jurisdiction shall enforce
the restrictive covenants by any appropriate and effective remedy, including,
but not limited to, temporary and permanent injunctions.

The laws of the State of Florida shall control the interpretation of
these restrictive covenants. Licensee specifically agrees that the Twelfth
Judicial Circuit in and for Sarasota County, Florida, has jurisdiction over the
enforcement of these restrictive covenants, and that the Twelfth Judicial
Circuit in and for Sarasota County, Florida, will be the appropriate venue for
any action brought pursuant to this restrictive covenant.

14. INDEMNIFICATION.

Licensee shall indemnify, defend and hold harmless as set forth in
Paragraph 5.4 in the Administrative Services Agreement attached hereto.

15. NOTICES.

Any notice or other communication required or permitted under this Agreement
shall be valid and effective only if given by written instrument that is
personally delivered by courier or sent by telegraph, telecopier, or registered
or certified mail, postage prepaid, addressed in accordance with the addresses
set forth below. Notice shall be deemed to be given upon the date of
transmission or, if mailed, three (3) calendar days after the date of deposit in
the U.S. Mail.

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<PAGE>

If to Licensee, to:

Joseph Gaeta
1547 Bayshore Road
Nokoma, Florida 34275

If to DCA, to:

Dental Care Alliance, L.C.
1343 Main Street, 7th Floor
Sarasota, Florida 34236
Telephone number: (941) 955-3150
Attention: Dr. Steven R. Matzkin, President

Any party may change the address at which it is to be given notice
hereunder by giving notice hereunder by giving notice thereof to the other party
in accordance with this Section 19.

16. APPLICABLE LAW.

This Agreement has been executed and delivered in, and shall be
governed by and construed in accordance with the internal laws of the State of
Florida, without application of such State's conflicts of laws provisions.

17. WAIVER.

No failure of DCA to exercise any right given to it hereunder, or to
insist upon strict compliance by Licensee of any obligation hereunder, and no
custom or practice of the parties at variance with the terms hereof shall
constitute a waiver of DCA's right to demand exact compliance with the terms
hereof. Waiver by DCA of any particular default by Licensee shall not affect or
impair DCA's rights in respect to any subsequent default of the same or of a
different nature, nor shall any delay or omission of DCA to exercise any rights
arising from such default, affect or impair DCA's right as to such default or
any subsequent default.

18. SEVERABILITY.

If any applicable and binding law or rule of any jurisdiction requires
a greater prior notice of the termination of or refusal to renew the License
than is required hereunder, or the taking of some other action not required
hereunder, or if under any applicable and binding law or rule of any
jurisdiction any provision of this Agreement or any specification or standard
prescribed by DCA is invalid or unenforceable, the prior notice or other action
required by such law or rule shall be substituted for the comparable provisions
hereof, and DCA shall have the right, in its sole discretion, to modify such
invalid or unenforceable provision, specification, standard or operating
procedure to the extent required to be valid and enforceable.

19. ENTIRE AGREEMENT.

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<PAGE>

This Agreement contains the entire understanding of the parties hereto.
DCA has not authorized, nor will it authorize, any representations, whether
pertaining to anticipated volume of sales or the amount of profit to be realized
from the operation of the Dental Office, the desirability of the Dental Office's
location, or otherwise, or any other inducements, promises or agreements, oral
or otherwise, to be made to Licensee in any form whatsoever. Accordingly,
Licensee shall not be entitled to rely upon any such representations, if any
made by DCA, its agents, representatives or employees, or by any third party.
Licensee acknowledges that it has conducted an independent investigation of the
business contemplated by this Agreement and recognizes that, like any other
business, the nature of the business conducted by DCA may evolve and change over
time, that an investment in a Dental Office involves business risks, and that
the success of the venture is largely dependent upon the business abilities and
efforts of Licensee.

20. FULL FORCE AND EFFECT.

All obligations of DCA and Licensee which expressly or by their nature
survive the expiration or termination of this Agreement shall continue in full
force and effect subsequent to and notwithstanding such expiration or
termination, until such time as they are satisfied or by their nature expire.

21. EFFECTIVE DATE.

This Agreement shall not be effective until executed by DCA.

22. ONGOING OBLIGATIONS.

Licensee agrees that it will not, on grounds of the alleged
nonperformance by DCA or any DCA Affiliate of any of their respective
obligations hereunder, withhold payment of any License Fees, amounts due to DCA
or any DCA Affiliate for purchases by Licensee, or any other amounts due DCA or
any DCA Affiliate hereunder or in connection herewith; provided that actual
nonperformance by DCA is proven, this provision shall not apply.

23. JOINT AND SEVERAL OBLICATIONS.

If two (2) or more persons at any time constitute Licensee hereunder,
their obligations and liabilities to DCA hereunder shall be joint and several.

24. CERTIFICATION BY LICENSEE.

Licensee hereby certifies that it has had the opportunity to seek
advice of counsel prior to its execution of this Agreement, and that it has
opportunity to inspect the Network's business concept and review information
made available to it by DCA concerning the same. Licensee acknowledges that the
success of the business herein licensed is primarily dependent on Licensee's
skill and business acumen.

25. BREACH OF LICENSE AGREEMENT. A breach of Dental Care Alliance,
Inc.'s Administrative Service Agreement by Licensee shall be considered a breach
of this License

10
<PAGE>

Agreement and a breach by the Licensee of the Dental Care Alliance License
Agreement shall be considered a breach of the Dental Care Alliance, Inc.'s
Administrative Service Agreement.

IN WITNESS WHEREOF, the parties hereto have executed or caused their
duly authorized representatives to execute this License Agreement on the day and
year first above written.

Agreement on the day and year first above written.

DENTAL CARE ALLIANCE, L.C.

By: STEVEN MATZKIN
--------------------------------

Title: PRESIDENT

By: /S/ JOSEPH GAETA
--------------------------------
Signature of LICENSEE

Printed Name: JOSEPH GAETA

By:________________________________
Signature of LICENSEE

Printed Name:______________________

Address of
Dental Office:_________________________

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[Notarization of Licensee's Signature]

STATE OF FLORIDA )
) SS
COUNTY OF )

Notary:________________________________
[NOTORIAL SEAL] Print Name:____________________________
Notary Public, State of:_______________
My Commission Expires:_________________
Commission Number:_____________________

STATE OF FLORIDA )
) SS
COUNTY OF )

EXHIBIT 10.8

EMPLOYMENT AGREEMENT

This Employment Agreement (this "Agreement") is made and entered into
as of the 25th day of October, 1996 by and between Dental Care Alliance, Inc., a
Delaware corporation (the "Company"), and Steven R. Matzkin, an individual
resident of the State of Florida ("Executive").

RECITALS:

A. Pursuant to the certain Assignment and Assumption Agreement dated as
of October 24, 1996 by and between the Company and each of Golden Care Network,
L.C., a Florida limited liability company ("Network") and Prophet Management of
Florida, L.C., a Florida limited liability company ("Prophet" and together with
Network, the "Predecessor Entities"), the Company accepted the transfer of all
of the Predecessor Entities' assets, subject to all debts, obligations and
liabilities of the Predecessor Entities and including, without limitation, an
employment agreement between Network and Executive dated as of January 1, 1996
having the same terms and conditions as set forth in this Agreement.

B. The Company is and the Predecessor Entities have been engaged in the
business of, among other things, providing management and consulting services to
dental offices throughout the United States (the "Business"). Executive has
particular expertise and knowledge concerning the Business and its operations.

C. The Company desires to employ Executive, and Executive desires to be
employed by the Company, subject to the terms and conditions set forth below and
this Agreement is intended by the parties to constitute a reaffirmation and
restatement of Executive's employment agreement with the Network.

NOW, THEREFORE, in consideration of the premises and the mutual
covenants and agreements contained herein, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:

1. TERM. The term of this Agreement shall commence on the date hereof
and shall continue until the fifth (5th) anniversary of such date, unless
otherwise terminated in accordance with the terms hereof.

2. ENGAGEMENT AND SERVICES.

2.1 DUTIES. For the Term of this Agreement, including any and all
renewal terms hereof, unless otherwise terminated as provided herein, Executive
shall be the President and Chief

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Executive Officer of the Company. In such capacity, Executive, subject to the
direction of the board of directors of the Company (the "Board"), shall
supervise the overall management and operations of the Company and its sales and
marketing activities, as well as develop business strategies for the Company.

2.2 EMPLOYMENT. During the term of this Agreement, Executive shall
devote as much of his business time, attention and efforts as reasonably
required to perform his duties as set forth in SECTION 2.1 and shall use his
best endeavors in the performance thereof, as well as to the promotion of the
general interests and welfare of the Company. As such, Executive agrees that he
will not represent, accept any other employment from or render or perform any
services for, whether or not for compensation, any employer or entity other than
the Company, which representation or employment interferes with the performance
of his duties under this Agreement or is competitive with the business of the
Company. The foregoing shall not be construed as prohibiting Executive from
making personal investments in such form or manner as will not violate the terms
of SECTION 9.

3. COMPENSATION AND RELATED MATTERS.

3.1 BASE SALARY. The base salary (the "Base Salary") of Executive
for each calendar year of this Agreement shall be Two Hundred Thousand Dollars
($200,000) (or a proportionate amount for a shorter period), payable in
installments consistent with the Company's normal payroll schedule (subject to
applicable taxes and withholdings), or such greater amount as may be determined
each year by the Company at the annual review of Executive. In addition, the
Base Salary may be adjusted from time to time by the Company to reflect salaries
paid to executives with comparable responsibilities, the quality of Executive's
performance and other merit-based considerations. In no event, however, shall
the Base Salary be decreased. Notwithstanding anything contained herein to the
contrary, nothing in this Agreement shall be deemed to require the Company to
increase Executive's Base Salary during the term of this Agreement.

3.2 BONUS. Executive shall be eligible to receive a performance
bonus for each fiscal year of this Agreement. Pursuant thereto, the Company
shall, no later than ninety (90) days following the last day of the most
recently completed fiscal year], pay to Executive, as additional incentive
compensation for the services to be rendered by Executive hereunder, assuming
Executive is then employed by the Company on such date, a performance bonus in
cash in an amount equal to the lesser of (a) ten percent (10%) of the
consolidated net income of the Company for the most recently completed fiscal
year, calculated in accordance with generally accepted accounting principles,

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consistently applied by the Company's regularly engaged independent certified
public accounts and (b) Two Hundred Thousand Dollars ($200,000). In addition to
the foregoing, Executive shall be eligible to participate in such other
performance bonus programs as may from time to time be established by the
Company for the benefit of Executive.

3.3 STOCK OPTIONS. In the event the Company adopts an employee
stock option plan for its employees, Executive shall, subject to the terms and
conditions thereof, be eligible to participate therein at a level commensurate
with Executive's position with the Company; provided, that in no event shall the
number of options granted to Executive, combined with all stock options,
warrants or other derivative securities issued by the Company to Matzkin exceed
eight percent (8%) of the outstanding Common Stock as of the date of the date
hereof. It is contemplated that awards under such stock option plan will be
subject to individual and Company performance targets being attained.

4. EXPENSES.

4.1 AUTOMOBILE ALLOWANCE. Except as otherwise provided herein, the
Company shall pay to Executive, during the term of this Agreement, One Thousand
Dollars ($1,000) per month to be used by Executive, in his sole discretion, for
expenses paid or incurred by Executive in connection with the acquisition, use
and maintenance of an automobile by Executive.

4.2 RELOCATION. Except as otherwise provided herein, in the event
Executive is required by the Company to move himself and his family and their
personal property from Sarasota, Florida to any location more than one hundred
(100) miles from Sarasota, Florida (the "Other Location"), the Company shall
reimburse Executive for the following expenses:

4.2.1 The Company shall reimburse Executive for any and all
reasonable and necessary, actual out-of-pocket expenses paid or incurred by
Executive for himself and his family in connection with up to four (4)
round-trip excursions between Sarasota, Florida and the Other Location taken
solely for the purpose of locating a suitable residence in Other Location for
purchase or rental by Executive.

4.2.2 The Company shall reimburse Executive for any and all
reasonable and necessary, actual out-of-pocket expenses paid or incurred by
Executive in connection with moving Executive and his family and their personal
property from Sarasota, Florida to the Other Location. Relocation expenses that
are subject to reimbursement by the Company pursuant to this

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SECTION 4.2.2 shall include expenses incurred in connection with the following:

(a) physical packing, moving and unpacking of household
goods;

(b) up to three (3) months of storage of household
goods, if necessary;

(c) closing costs and reasonable attorney's fees (if
any) in connection with the purchase of a residence in the Other Location; and

(d) the physical transport of two (2) vehicles from
Sarasota, Florida to the Other Location.

4.3 EMPLOYMENT RELATED EXPENSE. The Company shall reimburse
Executive for all reasonable and necessary, out-of-pocket expenses paid or
incurred by Executive in connection with and in the course of the performance of
his duties under this Agreement consistent with Company policy.

4.4 DETERMINATION OF REIMBURSABLE EXPENSES. All expenses for which
reimbursement is sought pursuant to this SECTION 4 shall be supported by
receipts or other appropriate back-up documentation submitted by Executive to
the Company. Such reimbursement of expenses shall be paid by the Company to
Executive within thirty (30) days after Executive submits the receipts or other
appropriate back-up documentation therefor to the Company.

5. BENEFITS.

5.1 EMPLOYEE BENEFIT PROGRAMS. In addition to the compensation to
be paid by the Company to Executive pursuant to SECTION 3 hereof, during the
term of this Agreement, Executive shall also be entitled to receive the
following benefits: (i) participation in a comprehensive group medical and
dental insurance plan of the Company on the same basis as is provided to the
other full-time employees of the Company; (ii) participation in such other
benefit programs of the Company to the extent such programs are provided to the
other full-time employees of the Company; (iii) paid holidays given by the
Company to all of its employees; and (iv) fifteen (15) paid vacation days for
each full year of Executive's employment with the Company to be taken at such
time or times as do not interfere with Executive's duties to the Company and in
accordance with the Company's then-current policies regarding vacation time for
its full-time officers and executives.

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5.2 LIFE INSURANCE. During the term of this Agreement, the Company
agrees to maintain a life insurance policy on the life of Executive provided
Executive is then insurable, the amount of such policy to be not less than
$400,000. Executive shall have the right to designate the beneficiary of such
policy.

6. TERMINATION.

6.1 TERMINATION FOR CAUSE. Notwithstanding anything contained in
this Agreement to the contrary, the Company, by written notice to Executive,
shall at all times have the right to terminate Executive's employment hereunder
for "Cause," as hereinafter defined, effective immediately upon Executive's
receipt of the Company's written notice of such termination. For purposes of
this SECTION 6, "Cause" shall mean:

(i) Any material violation by Executive of any local, state or
federal law or regulation, provided that Executive's compliance
with such law or regulation is material to the performance of his
duties under this Agreement, or any conviction of a felony by
Executive;

(ii) Executive's refusal or willful failure to fulfill any
material duties or obligations required to be performed for the
Company hereunder for any reason, or Executive's refusal or
repeated failure to perform or adhere to the reasonable rules and
regulations of the Company established by the Company from time to
time, which refusal or failure is not cured within fourteen (14)
days after written notice thereof is given by the Company to
Executive;

(iii) Conduct involving drug addiction or habitual intoxication
where such conduct adversely affects Executive's ability to perform
his duties under this Agreement; provided that such conduct occurs
subsequent to written notice by the Company to Executive concerning
such activity; or

(iv) Any intentional theft, fraud or embezzlement committed by
Executive involving the misappropriation of Company funds or other
assets of the Company.

On the effective date of the termination of Executive for Cause
pursuant hereto, the Company shall have no further obligations or liabilities to
or for the benefit of Executive under this Agreement, except as provided in
SECTION 6.5 and SECTION 6.6 of this Agreement.

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<PAGE>

6.2 TERMINATION IN CONNECTION WITH CERTAIN EVENTS.

(i) DEATH. Notwithstanding anything contained in this
Agreement to the contrary, Executive shall be deemed to have
terminated his employment with the Company as of the end of the
month in which Executive dies.

(ii) CHANGE IN CONTROL. In the event that (i) the Company
sells all or substantially all of its assets to a third party, or
(ii) majority control of the Company is transferred to any third
party, Executive shall have the right and option to voluntarily
terminate his employment hereunder by giving the Company at least
sixty (60) calendar days' prior written notice of his intent to so
terminate. In the event of Executive's election to so terminate his
employment hereunder pursuant to this SECTION 6.2(ii), such
employment shall immediately and automatically terminate upon the
expiration of the sixty (60) calendar day notice period, without
any further notification or action on the part of Executive, unless
Executive gives the Company reason to terminate Executive for
"Cause" in which case the effective date of termination shall be
immediate.

(iii) CONSTRUCTIVE DISCHARGE. In the event that the Company
(i) reduces or alters in any material respect Executive's
responsibilities, duties or authorities as President and Chief
Executive Officer, (ii) reduces in any material respect the
benefits and perquisites granted to Executive hereunder, (iii)
reduces or alters in any material respect, or prevents Executive
from using, the resources that he reasonably needs to competently
perform his duties hereunder or otherwise creates a hostile work
environment that makes it unreasonably difficult for Executive to
perform his duties hereunder or (iv) requires Executive to relocate
more than 30 miles outside Sarasota, Florida, Executive shall have
the right and option to voluntarily terminate his employment
hereunder by giving the Company at least sixty (60) calendar days'
prior written notice of his intent to so terminate. In the event of
Executive's election to so terminate his employment hereunder
pursuant to this SECTION 6.2(iii), such employment shall
immediately and automatically terminate upon the expiration of the
sixty (60) calendar day notice period, without any further
notification or action on the part of Executive, unless Executive
gives the Company reason to terminate

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Executive for "Cause" in which case the effective date of
termination shall be immediate.

On the effective date of the termination of Executive pursuant to this
SECTION 6.2, the Company shall have no further obligations or liabilities to or
for the benefit of Executive under this Agreement, except as provided in SECTION
6.5 and SECTION 6.6 of this Agreement.

6.3 TERMINATION WITHOUT CAUSE. Notwithstanding anything contained
in this Agreement to the contrary, the Company shall at all times have the right
to terminate Executive's employment hereunder without "Cause" and for any reason
whatsoever by giving Executive at least ninety (90) calendar days' prior written
notice of its intent to so terminate. In the event of the Company's election to
terminate Executive's employment hereunder pursuant to this SECTION 6.3 such
employment shall immediately and automatically terminate upon the expiration of
the thirty (30) calendar day notice period, without any further notification or
action on the part of the Company, unless Executive gives the Company reason to
terminate Executive for "Cause" in which case the effective date of termination
shall be immediate.

On the effective date of the termination of Executive without Cause
pursuant to this SECTION 6.3, the Company shall have no further obligations or
liabilities to or for the benefit of Executive under this Agreement, except as
provided in SECTION 6.5 and SECTION 6.6 of this Agreement.

6.4 VOLUNTARY TERMINATION BY EXECUTIVE. Notwithstanding anything
contained in this Agreement to the contrary, Executive shall at all times have
the right to voluntarily terminate his employment hereunder by giving the
Company at least sixty (60) calendar days' prior written notice of his intent to
so terminate. In the event of Executive's election to so terminate his
employment hereunder pursuant to this SECTION 6.4, such employment shall
immediately and automatically terminate upon the expiration of the sixty (60)
calendar day notice period, without any further notification or action on the
part of Executive, unless Executive gives the Company reason to terminate
Executive for "Cause" in which case the effective date of termination shall be
immediate.

On the effective date of the voluntary termination of Executive
pursuant to this SECTION 6.4, the Company shall have no further obligations or
liabilities to or for the benefit of Executive under this Agreement, except as
provided in SECTION 6.5 and SECTION 6.6 of this Agreement.

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6.5 PAYMENTS TO EXECUTIVE UPON TERMINATION.

(i) Upon the termination of Executive's employment pursuant to
SECTION 6.1, SECTION 6.2(i), SECTION 6.2(ii) or SECTION 6.4, the
Company shall be obligated to pay to Executive, and Executive shall
be entitled to receive from the Company: (i) Executive's Base
Salary, prorated for completed months of employment in the relevant
fiscal year of the Company to the effective date of termination;
(ii) accrued vacation to the effective date of termination; (iii) a
termination bonus calculated pursuant to the formula described in
SECTION 3.2 hereof prorated for the number of completed months of
employment in the relevant fiscal year of the Company to the
effective date of termination, based on the annualized net income
of the Company derived by multiplying (X) the fiscal year-to-date
(completed months only) consolidated net income of the Company as
shown in the Company's regularly prepared internal financial
statements, by (Y) the quotient obtained by dividing twelve (12)
months by the number of completed months of employment of Executive
in the relevant fiscal year in which termination of employment
occurs; (iv) any amounts for which Executive is entitled to, but
has not received, reimbursement in accordance with SECTION 4
hereof, provided that such amounts were incurred prior to the
effective date of termination; and (v) the release of, or in the
alternative thereto, the amounts(s) equal to the aggregate amount
of any personal guaranties of debts of the Company or other
entities or persons made by Executive on behalf of or at the
request of the Company or its affiliates.

(ii) Upon the termination of Executive's employment pursuant
to SECTION 6.2(iii) or SECTION 6.3, the Company shall be obligated
to pay to Executive, and Executive shall be entitled to receive
from the Company, each of the items described in SECTION 6.5(i). In
addition, the Company agrees to continue to pay the Base Salary to
Executive for the period commencing on the effective date of
termination and ending on the later to occur of (i) the second
anniversary of such date of termination or (ii) the fifth
anniversary of the date of this Agreement (the "Salary Continuation
Period"). Further, during the Salary Continuation Period, Executive
shall be entitled to such performance bonus described in SECTION
3.2 hereof that he otherwise would have been entitled to receive
had his employment by the Company not been terminated pursuant to
SECTION 6.2(iii) or SECTION 6.3.

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(iii) Upon payment to Executive of the foregoing items and
except as set forth in SECTION 6.6, the Company shall have no
further obligations or liability to or for the benefit of Executive
whatsoever.

6.5.1 Off-Set. The parties hereto agree that the Company shall
have the right to off-set from any amounts otherwise due and owing to Executive
pursuant to this Agreement, any and all undisputed amounts legitimately owed by
Executive to the Company or any of its Affiliates (as hereinafter defined),
whether pursuant to this Agreement or to any other agreement or obligation.

6.6 DEMAND REGISTRATION AND PUT RIGHT.

(i) Upon termination of Executive's employment pursuant to
SECTION 6.2(ii), SECTION 6.2(iii) or SECTION 6.3, any and all of
Executive's options, warrants or other securities exercisable or
convertible into capital stock or equity securities of the Company
("Underlying Securities") will immediately and fully vest.
Executive shall be obligated to exercise or convert into common
stock of the Company with $1.00 par value per share ("Common
Stock"), all Underlying Securities in connection with exercising
his rights pursuant to SECTION 6.6(ii)-(iii).

(ii) Upon termination of Executive's employment, for any
reason, and if, on or prior to such termination, the Company, has
consummated an initial public offering of its Common Stock,
Executive shall have the right and option to request in writing
that the Company effect the registration of any or all Common Stock
then owned by Executive and the Company will, as expeditiously as
possible, use its best efforts to effect such registration, under
the Securities Act of 1933, as amended (the "Securities Act"). In
addition, the Company shall use its best efforts to register or
qualify the Common Stock under the state securities or blue sky
laws of such jurisdictions as Executive shall reasonably request.
The demand registration rights provided for in this SECTION 6.6(ii)
shall be deemed satisfied by the Company when two (2) registration
statements shall have been filed by the Company with and made
effective by the Securities and Exchange Commission under the
Securities Act pursuant to requests made pursuant to this SECTION
6.6(ii). The Company shall have no obligation to attempt
registration of any offering of Executive's Common Stock under the
Securities Act more often than once in any twelve (12) month
period. The

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Company shall pay, to the fullest extent allowable under
applicable state securities and blue sky laws, all expenses
incurred in effecting the registrations provided for in this
SECTION 6.6(ii), including, without limitation, all registration
and filing fees, printing expenses, fees and disbursements of
counsel for the Company, reasonable fees and disbursements of one
law firm serving as counsel for Executive, underwriting expenses
(other than underwriting discounts and commissions), expenses of
any audits incident to or required by any such registration and
expenses of complying with state securities or blue sky laws.

(iii) Upon termination of Executive's employment pursuant to
SECTION 6.2(iii) or SECTION 6.3, and if, on or prior to such
termination, the Company has not consummated an initial public
offering of its Common Stock, Executive shall, upon written notice
to the Company within sixty (60) days of such termination, have the
right and option to sell to the Company, and the Company shall be
required to purchase, all but not less than all, of the Common
Stock then owned by Executive at a price equal to the (a) two (2)
times the consolidated revenue of the Company, which shall be
calculated in accordance with generally accepted accounting
principles, consistently applied by the Company's regularly engaged
independent certified public accountants, as of the calendar year
end immediately preceding the date of termination of Executive's
employment, multiplied by (b) the ratio of (X) the number of Common
Stock being sold by Executive pursuant to this SECTION 6.6 (iii) to
(Y) the total number of outstanding shares of Common Stock
calculated on a fully diluted basis as of the date of termination
of Executive is employment Payment of the purchase price for the
shares purchased pursuant to this SECTION 6.6 (iii) (the "Purchase
Price") shall be paid in cash in five consecutive equal annual
installments, the first installment due ten (10) days after the
date written notice is given to the Company pursuant to this
SECTION 6.6(iii), and the second, third, fourth and fifth
installments due on the first, second, third and fourth
anniversaries of such date; provided, however, that in the event
the Company cannot arrange using its best efforts in good faith
sufficient financing to accommodate such payment schedule, then any
such annual installment payment required to be paid by the Company
to Executive, excluding the first such installment payment, shall
be not required to exceed an amount equal to fifty percent (50%) of
the Company's

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consolidated net income before interest, taxes, depreciation and
amortization for the immediately preceding twelve (12) month period
prior to the date of such installment payment. In such event, the
installment payment period for payment of the Purchase Price
provided for herein shall be extended by such additional annual
payments as may be necessary to satisfy the obligation of the
Company to pay Executive the full amount of the Purchase Price
together with all accrued interest thereon required by this SECTION
6.6(iii). Interest shall accrue on the unpaid Purchase Price from
time to time outstanding at the rate of interest per annum equal to
the "prime" rate of interest identified from time to time by
Citibank, N.A., New York, New York or its successor, whether or not
such announced rate is the best rate available from such financial
institution.

7. WITHHOLDING. All compensation payable to Executive pursuant to this
Agreement shall be subject to customary withholding taxes and such other
employment taxes as are required under federal law or the law of any state or
governmental body to be collected with respect to compensation paid by an
employer to an employee.

8. CONFIDENTIAL INFORMATION. Executive acknowledges and agrees that he
has been given, and by virtue of his employment by the Company pursuant hereto
will be given, access to and possession of certain valuable and confidential
information, both verbal and written, Proprietary to the Company, including,
without limitation, information regarding technical and non-technical data,
compilations, programs, methods, techniques, processes and financial data, all
of which is sufficiently secret to derive economic value, actual or potential,
from not being generally known to other persons who can obtain economic value
from its disclosure or use, and which is the subject of efforts that are
reasonable under the circumstances to maintain its secrecy or confidentiality.
Such proprietary and confidential information specifically includes, without
limitation: (a) instruction in and experience regarding the methods of operation
practiced by the Company; (b) lists of, or access to, actual or potential
customers and suppliers of the Company or the Business; (c) trade secrets; (d)
information contained in any memoranda, discussions, notes, correspondence,
surveys, investigations and the like by or between the employees of the Company;
(e) information received from employees, associates, officers or consultants
employed or retained by the Company pertaining to the Business or the general
operations of the Company; and (f) the Company's proprietary advertising and
marketing campaigns and strategies regarding the Business or the Company.

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All of such proprietary and confidential information and business
relationships, including, without limitation, that information and those
business relationships specified in this SECTION 8, are hereinafter collectively
referred to as "Confidential Information". Confidential Information, however,
shall not include any information that, through no act of Executive, has become
available to the general public. Executive shall hold in confidence and not use
or disclose, either for his own benefit or the benefit of any third party,
either during or after Executive's employment with the Company, except as
specifically authorized by the Company in writing for the Company's own benefit,
any Confidential Information that Executive may obtain or has obtained or may
create or has created during the period of Executive's employment hereunder.
Upon termination of Executive's employment with the Company for any reason,
Executive shall promptly return and deliver to the Company all documents,
manuals, letters, notes, records, reports and all other materials of a secret or
confidential nature either obtained or arising as a result of Executive's
employment hereunder, including, without limitation, any and all forms and
stages of Confidential Information, that remain in his possession. The terms of
this SECTION 8 shall survive the termination of this Agreement for whatever
reason.

9. NON-COMPETITION: NON-SOLICITATION. Executive agrees that, by virtue
of his employment with the Company, he has and will develop and obtain knowledge
and familiarity with the operations of the Company, its Affiliates and their
respective businesses, operating and marketing procedures and the identity of
their respective customers, the disclosure of which would result in a
significant economic detriment to the Company. To protect the Company, for a
period of one (1) year commencing on the effective date of termination of
Executive's employment with the Company for any reason, Executive shall not:

(i) Directly or indirectly, own, manage, operate, control or
participate in, or have any financial interest in or aid or assist
anyone in the conduct of, or otherwise engage in, any business
(whether it be a sole proprietorship, partnership, corporation or
other entity) that (a) in any way competes with the Company or its
Affiliates or any successor thereto, or their respective
businesses, or otherwise calls upon, solicits, advises, or does, or
attempts to do, business with any client, customer or patient of
the Company or any of its Affiliates or any successor thereto, and
(b) is located or operating anywhere within the defined licensed
and/or franchised-territory of the Company or any of its Affiliates
or any successor thereto, including, without limitation, any office
or location

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of any franchisee of the Company or any of its Affiliates or any
successor thereto; or

(ii) Solicit or otherwise encourage any employee of Company or
any of its Affiliates or any successor thereto to terminate his or
her employment with the Company or any of its Affiliates or any
successor thereto, or to enter into employment with any other
person, firm or corporation.

The restrictions in SECTIONS 9(i)-(ii) shall be null and void and of no
force or effect in the event that Executive is terminated without "Cause"
pursuant to SECTION 6.3 hereof.

In addition, Executive agrees that he shall not, in any way, slander,
libel or through any other improper means take any action that is intended to be
detrimental to the Company or any of its Affiliates or any successor thereto, or
their respective businesses, services, officers, personnel or operations.

If any provision or part of this SECTION 9 is held to be unenforceable
because of the duration of such provision or the area covered thereby, Executive
agrees that the court making such determination shall have the power to modify
such provision, to reduce the duration or area of such provision, or both, or to
delete specific words or phrases herefrom ("blue-penciling,) in a manner that
would provide the greatest possible protection to the Company, and then, in its
reduced or blue-penciled form, such provision shall then be enforceable and
shall be enforced.

10. EQUITABLE REMEDIES. Executive agrees that the covenants contained
in SECTIONS 8 AND 9 hereof are vital to the viability of the Company, its
Affiliates and each of their respective businesses. In that regard, Executive
agrees that any breach of SECTION 8 OR 9 hereof would cause irreparable and
immediate harm to the Company and that money would not be an adequate remedy in
the event of any such breach. By reason of the foregoing, Executive agrees that
the Company shall be entitled to injunctive relief in the event of any breach of
SECTION 8 OR 9 hereof. In addition, Executive agrees to reimburse the Company
and its Affiliates for any and all reasonable costs and expenses

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<PAGE>

(including, without limitation, attorneys, fees and costs) incurred by the
Company or any of its Affiliates as a result of their enforcing the terms and
provisions of this Agreement and their instituting or defending any litigation,
contest, dispute, suit or proceeding against Executive in any way relating to
this Agreement, provided that the Company prevails in such action. Nothing
herein shall prevent the Company or any of its Affiliates from electing to seek
any monetary or other relief in addition to or in lieu of any equitable relief
for breach of SECTION 8 OR 9 hereof. The failure of the Company or any of its
Affiliates to promptly institute legal action upon any such breach shall not
constitute a waiver of that or any other breach hereof.

11. NOTICES. Any notices, demands, requests, consents or approvals to
be given hereunder shall be in writing and shall be deemed given when delivered
personally to the person to whom intended, two (2) days after deposit in the
United States mail, certified, postage prepaid, return receipt requested, one
(1) day after deposit with a commercial courier sent for next day delivery, or
upon transmittal if telecopied, to the following addresses:

If to Executive, to: Steven R. Matzkin
1143 Casey Key Road
Nokomis, Florida 34275

If to the Company, to: Dental Care Alliance, Inc.
1343 Main Street, 5th Floor
Sarasota, Florida 34236
Attention: President
Telecopier Number: (813) 366-9615

Any party hereto may change his or its address for notice by
communicating such change of address to the other party.

12. APPLICABLE LAW. This Agreement shall be governed by and construed
in accordance with the laws of the State of Florida.

13. NONASSIGNABLE RIGHTS. This Agreement and all rights and benefits
hereunder are binding upon and shall inure to the benefit of Executive and the
Company, as well as to the benefit of the Company's successors. The obligations
of Executive hereunder are personal to Executive; accordingly, neither this
Agreement nor any right or interest of Executive herein, or arising hereunder,
shall be voluntarily or involuntarily sold, transferred or assigned by Executive
without the prior written consent of the Company or its successor in interest.
This Agreement shall be assignable by the Company, provided, however, that in
the event (i) the Company sells all or substantially all of its assets to a
third party or (ii) majority control of the

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<PAGE>

Company is transferred to any third party, Executive shall have the right and
option to terminate his employment pursuant to SECTION 6.2.

14. SEVERABILITY. In the event that any provision of this Agreement is
determined to be invalid or unenforceable, the remaining terms and provisions of
this Agreement shall be unaffected and shall remain in full force and effect,
and any such determination of invalidity or unenforceability shall in no way
affect the validity or enforceability of any other provision of this Agreement.

15. WAIVER. No delay on the part of any party in exercising any right,
power or privilege shall operate as a waiver thereof, nor shall any waiver of
any right, power or privilege operate as a waiver of any other right, power or
privilege, nor shall any single or partial exercise of any right, power or
privilege preclude any other or further exercise thereof or of any other right,
power or privilege. The rights and remedies herein provided are cumulative and
are not exclusive of any rights or remedies which the parties otherwise may have
at law or in equity.

16. HEADINGS. The section and other headings contained in this
Agreement are for reference purposes only and shall not affect in any way the
meaning or construction hereof.

17. ENTIRE AGREEMENT. This instrument sets forth the entire agreement
and understanding between the parties hereto with respect to Executive's
employment by the Company and supersedes all prior and contemporaneous
discussions and agreements with respect thereto. This Agreement may only be
modified in a writing signed by both parties hereto.

18. COUNTERPARTS. This Agreement may be executed in several
counterparts, each of which shall be deemed to be an original but all of which
together shall constitute one and the same instrument.

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<PAGE>

IN WITNESS WHEREOF, the parties hereto have executed this Employment
Agreement as of the date first above written.

DENTAL CARE ALLIANCE INC.

By: David P. Nichols
-----------------------------
Its: Chief Financial Officer
-----------------------------

/s/ Steven R. Matzkin
----------------------------------
Steven R. Matzkin

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<PAGE>

AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT

This Amendment No. 1 to Employment Agreement (this "Amendment") is made
and entered into as of October __, 1997 by and between Dental Care Alliance,
Inc., a Delaware corporation (the "Company"), and Dr. Steven R.
Matzkin, an individual resident of the State of Florida ("Executive").

RECITALS

A. The Company and Executive are parties to that certain Employment
Agreement, dated as of October 25, 1996 (the "Agreement");

B. The Company and the Executive desire to modify the terms of the
Agreement as hereinafter set forth;

1. AMENDMENT. The Agreement is hereby amended as follows:

(a) Section 3.2 is deleted in its entirety and the following is
substituted in lieu thereof:

3.2 PERFORMANCE PROGRAM. In respect to each fiscal year
ending during the term of Executive's employment hereunder commencing
with the fiscal year ending December 31, 1997 (but only as to the
fourth quarter of fiscal 1997), Executive shall receive as additional
compensation for services rendered to the Company an incentive bonus in
cash in an amount equal to sixty percent (60%) of an annual bonus pool
which shall be equal to fifty percent (50%) of the Company's net income
as reflected on its audited financial statements for the applicable
fiscal year (in accordance with generally accepted accounting
principles, consistently applied with prior years) in excess of the
Company's budgeted net income ("Budgeted Net Income") as determined by
the Compensation Committee of the Company for the fiscal year. For the
purposes hereof and notwithstanding anything else contained herein, if
and when any class of shares of the Company's capital stock becomes
publicly traded, Budgeted Net Income for any fiscal year or quarter
shall not be greater than the average of net income estimates of the
analysts who regularly provide estimates of the Company's net income,
as last reported prior to the commencement of the fiscal year ("Net
Income Estimates"). The bonus paid to Executive for any year may not
exceed $200,000.

The Executive shall be entitled to receive the estimated amount
of the bonus (the "Estimated Bonus Payment"), net of applicable
withholding and other

<PAGE>

taxes, within fifteen (15) days after the end of the calculation of net
income for each quarter during the term of Executive's employment
hereunder, such Estimated Bonus Payment to be based on the Company's
net income as reflected on the Company's unaudited consolidated
financial statements as reviewed and approved by the Board for the
applicable quarter in excess of the Company's budgeted net income for
the quarter. The Estimated Bonus Payments will be subject to upward or
downward adjustment based on the Company's annual audited consolidated
financial statements (the "Adjustment"). The Adjustment shall be paid
by the Executive to the Company, or shall be paid by the Company to the
Executive, as the case may be, within fifteen (15) days of receipt of
the Company's audited consolidated financial statements. In the event
the Executive does not reimburse the Company for any Adjustment within
such fifteen-day period, the Company shall have the right to offset the
Adjustment against any other payments due to the Executive hereunder.

The bonus shall be prorated for any fiscal year during the term
of the Agreement that is less than a full fiscal year, subject to the
provisions of Section 6 of the Agreement respecting payments in the
event of termination, provided that in such event, the Estimated Bonus
Payments for any quarter shall be the actual bonus for such quarter,
unless adjustments are subsequently made to that quarter's unaudited
financial statements. In addition to the foregoing, Executive shall be
eligible to participate in such other performance bonus programs as may
from time to time be established by the Company for the benefit of
Executive.

2. MISCELLANEOUS.

(a) HEADING. The section and other headings contained in this
Agreement are for reference purposes only and shall not affect in any way the
meaning or construction hereof.

(b) REFERENCES. Any reference to the Agreement contained in any
notice, request, certificate or other document executed concurrently with or
after the execution and delivery of this Amendment shall be deemed to include
this Amendment unless the context shall otherwise require.

(c) CONTINUED EFFECTIVENESS. Notwithstanding anything contained
herein, the terms of this Amendment are not intended to and do not serve to
effect a novation as to the Agreement. The Agreement, as amended hereby, shall
remain in full force and effect.

(d) COUNTERPARTS. This Agreement may be executed in several
counterparts, each of which shall be deemed to be an original, but all of which
together shall constitute one and the same instrument.

(e) GOVERNING LAW. This Amendment shall be a contract made under
and governed by the laws of the State of Florida without regard to conflict of
laws principles.

<PAGE>

(f) SUCCESSORS AND ASSIGNS. In the event that any provision of
this Amendment is determined to be invalid or unenforceable, the remaining terms
and provisions of this Amendment shall be unaffected and shall remain in full
force and effect, and any such determination of invalidity or unenforceability
shall in no way affect the validity or enforceability of any other provision of
this Amendment.

(g) SUCCESSORS AND ASSIGNS. This Amendment and all rights and
benefits hereunder are binding upon and shall inure to the benefit of Executive
and the Company, as well as to the benefit of the Company's successors. The
obligation of Executive hereunder are personal to Executive; accordingly,
neither this Amendment nor any right or interest of Executive herein, or arising
hereunder, shall be voluntarily or involuntarily sold, transferred or assigned
by Executive without the prior written consent of the Company or its successor
in interest.

<PAGE>

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

DENTAL CARE ALLIANCE, INC.

By: /s/ DAVID P. NICHOLS
----------------------------
Name: David P. Nichols
Title: CFO

Equity Holder:

/s/ STEVEN R. MATZKIN
-------------------------------
Steven R. Matzkin

EXHIBIT 10.9

EMPLOYMENT AGREEMENT

This Employment Agreement (this "Agreement") is made and entered into
as of the 26th day of January, 1994 by and between Golden Care Network, L.C., a
Florida limited liability company (the "Company"), and Mitchell Olan, an
individual resident of the State of Illinois ("Executive").

R E C I T A L S:

A. The Company is engaged in the business of, among other things,
providing management and consulting services to dental offices throughout the
United States (the "Business").

B. Executive has particular expertise and knowledge concerning the
Business and its operations.

C. The Company desires to employ Executive, and Executive desires to be
employed by the Company' as its Vice President and Chief Operating Officer,
subject to and upon the terms and conditions set forth below.

1. TERM. The term of this Agreement shall commence on the date hereof
and shall continue until the fourth (4th) anniversary hereof, unless otherwise
terminated in accordance with the term hereof. This Agreement shall b.
automatically renewed for successive one (1) year terms, unless sooner
terminated in accordance with the provisions hereof.

2. ENGAGEMENT AND SERVICES.

2.1 DUTIES. For the Term of this Agreement, including any
and all renewal terms hereof, unless otherwise terminated as provided herein r
Executive shall be the vice President and Chief Operating Officer of the
Company. In such capacity, Executive, subject to the direction of the President
of THE company (the "President") and the board of directors of the company (the
"Board"), shall supervise the overall MANAGEMENT and operations of the Company,
its personnel matters, as well as to provide input to the Company on business
strategy, Executive shall also perform such other duties and exercise such other
power and authority as may from time to time be delegated to Executive by the
President, provided, however, that such duties, power and authority ARE
commensurate with Executive's position with the Company. Executive shall also
provide support and assistance to the President with respect to the sales and
marketing activities of the Company,

2.2 EXCLUSIVE EMPLOYMENT. During the term of this Agreement,
Executive shall devote all of his business time, attention and efforts,
including, without limitation, during normal business hours, to the performance
of his duties; hereunder, and shall use his best

<PAGE>

endeavors in the performance thereof, as well as to the promotion of the general
interests and welfare of the Company. As such, Executive agrees that he will not
represent, accept any other employment from or render or perform any services
for, whether or not for compensation, any employer or entity other than the
Company, which representation or employment interferes with the performance of
his duties under this Agreement. Notwithstanding the foregoing, executive shall
have the option to serve on an outside board of directors or to conduct
complimentary services to a third party entity, PROVIDED, HOWEVER, that such
activity (i) does not conflict with Executive's duties hereunder, and (ii)
Executive obtains the Company's prior written consent to such Activity, which
consent shall not be unreasonably withheld.

2.3 LOCATION OF PERFORMANCE. Executive shall perform his
duties and obligations hereunder primarily from the Company/s main offices
located at Sarasota, Florida, and, from time to time, at other locations of the
Company, Notwithstanding the foregoing, Executive recognizes that he will be
required by the Company to travel from time to time in order to fulfill his
duties and obligations hereunder, and Executive agrees to so travel as necessary
or required.

3. COMPENSATION AND RELATED MATTERS.

3.1 BASE SALARY. The base salary (the "Base Salary") of
Executive for each calendar year of this Agreement shall be One Hundred Twenty
Thousand Dollars ($120,000) (or a proportionate amount for a shorter period),
payable in installments consistent with the Company's normal payroll schedule
(subject to applicable taxes and withholdings), or such greater amount as may be
determined each calendar year by the Company at the annual review of Executive.
Notwithstanding anything contained herein to the contrary, nothing in this
Agreement shall be deemed to require the Company to increase Executive's Base
Salary during the term of this Agreement.

3.2 PERFORMANCE PROGRAM. Executive shall be eligible to
participate 1n a performance bonus program. Pursuant thereto, the Company shall,
on July 1, 1995, pay to Executive, as additional incentive compensation for the
services to be rendered by Executive hereunder, assuming Executive is then
employed by the Company on such date, an incentive bonus in cash in an amount
equal to twenty percent (20%) of any additional principal payments required to
be made by Curtis Lee Smith, Jr. ("Smith") to the Company pursuant to Smith's
promissory note in favor of the Company, in accordance with the formula set
forth on SCHEDULE 1 attached hereto and made a part hereof, Executive shall not
be eligible to receive such a bonus pursuant to this SECTION 3.2 if the goals
set forth in SCHEDULE 1 attached hereto are not achieved by the Company for any
reason. In addition to the foregoing, executive shall be eligible to participate
in such other performance bonus programs as may from time to time be established
by the Company for the benefit of Executive.

3.3 WARRANTS. In addition to the Base Salary to be paid by
the Company to Executive pursuant to SECTION 3.1 hereof, the Company shall grant
Executive warrants (collectively, "Warrants") to purchase an amount equal to two
percent (2%) of the outstanding ownership interests in the Company computed as
of the date hereof, which translates into twenty (20) shares of equity ownership
of the Company. Such Warrants shall vest (i) twenty-five

2
<PAGE>

percent (25%) on the effective date of the commencement of Executives full-time
employment with the Company (the "Commencement Date"), and (ii) twenty-five
percent (25%) on each anniversary of the Commencement Date; provided, however,
that such Warrants shall fully vest sooner upon a public offering of securities
of the Company in which gross proceeds raised are at least Ten Million Dollars
($10,000,000) (a "Public Offering"). Such Warrants may be exercised by Executive
and converted to shares of equity ownership of the Company upon a Public
Offering assuming Executive is employed by the Company as of the date of such
Public Offering. The exercise or conversion price of the Warrants shall be One
Dollar ($1.00) per share. The ability of Executive to sell or transfer the
Warrants shall be restricted as provided in the Warrants. The Company will be
required to purchase and Executive will be required to sell the Warrants or, if
exercised and converted, the shares of equity ownership of the Company upon the
termination of Executive's employment with the Company as provided in the
Warrants and as described in SCHEDULE 2 attached hereto and made a part hereof.

3.4 STOCK OPTIONS. In the event the Company adopts an
employee stock option plan for its employees subsequent to the effective date
hereof, Executive shall, subject to the terms and condition" thereof, be
eligible to participate therein at a level commensurate with Executive's
position with the Company. It is contemplated that awards under such stock
option plan will be subject to individual and company performance targets being
attained.

4. EXPENSES.

4.1 LOCATING SUITABLE RESIDENCE. Except as otherwise
provided herein, the Company shall reimburse Executive for any and all
reasonable and necessary, actual out-of-pocket expenses paid or incurred by
Executive for himself and his family in connection with up to three (3)
round-trip excursions between Illinois and Florida taken solely for the purpose
of locating a suitable residence in Florida for purchase any Executive.

4.2 RELOCATION. Except as otherwise provided herein, the
Company adopts reimburse Executive for any and all reasonable and necessary,
actual out-of-pocket expenses paid or incurred by Executive in connection with
moving Executive and his family and their personal property from Illinois to
Florida. Relocation expenses that are subject to reimbursement by the Company
pursuant to this SECTION 4.2 shall include expenses incurred in connection with
the following:

(a) physical packing, moving and unpacking of
household goods;

(b) to three (3) months of storage of household
goods, it necessary;

(d) the physical transport of one vehicle from
Illinois to Florida.

4.3 ILLINOIS EXCURSIONS. During the period commencing on the
effective date hereof and ending Oh the date six (6) month. "hereafter r in
addition to the house hunting trips described in SECTION 4.1 hereof, the Company
shall, except as otherwise provided herein,

3
<PAGE>

reimburse Executive for any and all reasonable and necessary, actual
out-of-pocket travel expenses paid or incurred by Executive for himself in
connection with up to two (2) round-trip excursions between Illinois and Florida
per month in the event Executive ha" not secured permanent residence in Florida
as of such month, regardless of whether such excursions are taken for business
or pleasure.

4.4 EMPLOYMENT RELATED EXPENSES. Except as otherwise
provided herein, the Company shall reimburse executive for all reasonable and
necessary, actual out-of-pocket expenses paid or incurred by Executive solely in
connection with and in the course of the performance of his duties under this
Agreement consistent with company policy.

4.5 DETERMINATION OF REIMBURSABLE EXPENSES. All expenses for
which reimbursement is sought pursuant to this SECTION 4 must be supported by
receipts submitted by Executive to the Company. Such reimbursement of expenses
shall be paid by the Company to Executive within thirty (30) days after
Executive submits the receipts therefor to the company.

5. BENEFITS.

5.1 EMPLOYEE BENEFIT PROGRAMS. In addition to the
compensation to be paid by the Company to Executive pursuant to SECTION 3
hereof, during the term of this Agreement, Executive shall also be entitled to
receive the following benefits: (i) participation in a comprehensive group
medical and dental insurance plan of the company on the same basis as is
provided to the other full-time employees of the Company; (ii) participation in
such other benefit programs of the Company to the extent such programs are
provided to the other full-time employees of the Company; (iii) paid holidays
given by the Company to all of its employees; and (iv) ten (10) paid vacation
days for the first full year of Executive's employment with the Company and
fifteen (15) paid vacation days for each additional full year to be taken at
such time or times as are reasonably agreed upon between Executive and the
President and in accordance with the Company's then-current policies regarding
vacation time for its full-time officers and executives

5.2 LIFE INSURANCE. During the term of this Agreement, the
Company agrees to maintain a life insurance policy on the life of Executive
provided Executive is then insurable, the amount of such policy to be equal to
the Base Salary of Executive. Executive shall have the right to designate the
beneficiary of such policy.

5.3 COMPANY CAR. The Company will provide Executive with a
suitable automobile selected by Executive, subject to the approval of the
company, for use by Executive in the performance of his duties hereunder.

5.4 FURNISHED APARTMENT. For the period commencing on the
effective date hereof and ending on the earlier of (i) the closing date in
connection with Executive's purchase of a residence in Florida, and (ii) the
date six (6) months following the effective date hereof, the Company shall
provide Executive with the use of or shall reimburse Executive for the rent and
utility charges paid or incurred by Executive for a suitable, furnished
apartment located in Sarasota, Florida.

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<PAGE>

6. TERMINATION.

6.1 TERMINATION FOR CAUSE. Notwithstanding anything
contained in this Agreement to the contrary, the Company, by written notice to
Executive, shall at all times have the right to terminate Executive's employment
hereunder for "Cause," as hereinafter defined, effective immediately upon
Executive's receipt of the Company's written notice of such termination. For
purposes of this SECTION 6 "cause" shall mean:

(i) Any material violation by Executive of any
local, state or federal law or regulation, provided that Executive's
compliance with such law or regulation is material to the performance
of his duties under this Agreement, or any conviction of felony by
Executive;

(ii) Executive's refusal or willful failure to
fulfill, or inability to perform, any material duties ox obligations
required to be performed for the company hereunder or any reason' or
Executive's refusal or repeated failure to perform or adhere to the
rules and regulations of the Company established by the company from
time to time, which refusal or failure is not cured within fourteen
(14) days after notice thereof is GIVEN by the Company to Executive; or

(iii) Any theft, fraud or embezzlement committed by
Executive.

On the effective date of the termination of Executive for
cause pursuant hereto, the Company shall have no further obligations or
liabilities to or for the benefit of Executive under this Agreement, except as
provided in SECTION 6.5 of this Agreement,

6.2 TERMINATION IN THE EVENT OF DEATH. Notwithstanding
anything contained in this Agreement to the contrary, this Agreement, and all
obligations and liabilities of the parties hereunder, shall immediately
terminate in the event of Executive's death.

6.3 TERMINATION WITHOUT CAUSE. Notwithstanding anything
contained in this Agreement to the contrary, the Company shall at all times have
the right to terminate Executive's employment hereunder without "cause" and for
any reason whatsoever by giving Executive at least thirty (30) calendar days,
prior written notice of its intent to so terminate. In the event of the
Company's election to terminate Executive's employment hereunder pursuant to
this. Section 6.3, such employment shall immediately and automatically terminate
upon the expiration of the thirty (30) calendar day notice period, without any
further notification or action on the part of the Company, unless Executive
gives the Company reason to terminate Executive for "Cause" in which case the
effective date of termination shall be immediate.

On the effective date of the termination of Executive without
Cause pursuant to this SECTION 6.3, the Company shall have no further
obligations or liabilities to or for the benefit of Executive under this
Agreement, except as provided in SECTION G.6 of this Agreement.

5
<PAGE>

prior written notice of his intent to so terminate. In the event of Executive`s
election to so terminate his employment hereunder pursuant to this SECTION 6.4,
such employment shall immediately and automatically terminate upon the
expiration of the sixty (60) calendar day notice period, without any further
notification or action on the part of Executive, unless Executive gives the
Company reason to terminate Executive for "Cause" in which case the effective
date of termination shall be immediate.

On the effective date of the voluntary termination of
Executive pursuant to this SECTION 6.4 the Company shall have no further
obligations or liabilities to or for the benefit of Executive under this
Agreement, except as provided in SECTION 6.5 of this Agreement.

6.5 PAYMENTS TO EXECUTIVE UPON TERMINATION OTHER THAN
WITHOUT CAUSE. Upon the termination of Executive's employment pursuant to this
SECTION 6.3, the Company shall be other than as provided in SECTION 6.3, the
Company shall be obligated to pay to Executive, and Executive shall be entitled
to receive from the Company; (i) Executive's Base Salary to the effective date
of termination; (ii) accrued vacation to the effective date of termination;
(iii) accrued bonuses, if any are declared by the company for Executive,
accruing prior to the effective date of termination; and (iv) any amounts for
which Executive is entitled to, but has not received, reimbursement in
accordance with SECTION 4 hereof, provided that such amounts were incurred prior
to the effective date of termination.

Upon payment to Executive of the foregoing items, the Company
shall have no further obligation or liability to or for the benefit of Executive
whatsoever.

6.6 PAYMENTS TO EXECUTIVE UPON TERMINATION WITHOUT CAUSE.
Upon the termination of Executive's employment pursuant to Section 6.3 hereof,
the Company shall be obligated to pay to Executive, and Executive shall be
entitled to receive from the Company, each of the items described in SECTION 6.3
hereof. In addition, the Company agrees to continue to pay the Base Salary to
Executive for the period commencing on the effective date of termination and
ending on the date nine (g) months thereafter. Further, Executive shall be
entitled to such performance bonus described in section 3.2 hereof that he
otherwise would have been entitled to receive had he not been terminated by the
Company without "Cause" pursuant to Section 6, 3 hereof.

Upon payment to Executive of the foregoing items, the Company
shall have no further obligations or liability to or for the benefit of
Executive whatsoever,

7. OFF-SET. The parties hereto agree that the Company shall have the
right to off-set, from, any amounts otherwise due and owing to Executive
pursuant to this Agreement, any and all undisputed amounts legitimately owed by
Executive to the Company or any of its Affiliate (as hereinafter defined),
whether pursuant to this Agreement or to any other agreement or obligation.

8. WITHHOLDING. All compensation payable to Executive pursuant to this
Agreement shall be subject to customary withholding taxes and such other
employment taxes as are required under federal law or the law of any state or
governmental body to be collected with respect to compensation paid by an
employer to an employee.

6
<PAGE>

9. CONFIDENTIAL INFORMATION. Executive acknowledges and agrees that
he has been given, and by virtue of his employment by the Company pursuant
hereto will be given, access to and possession of certain valuable and
confidential information, both verbal and written, proprietary to the Company,
including, without limitation, information regarding technical and non-technical
data, compilations, programs, methods, techniques, processes and financial data,
all of which is sufficiently secret to derive economic value, actual or
potential, from not being generally known to other persons who can obtain
economic value from its disclosure or use, and which is the subject of efforts
that are reasonable under the circumstances to maintain its secrecy or
confidentiality. Such proprietary and confidential information specifically
includes, without limitation: (a) instruction in and experience regarding the
methods of operation practiced by the Company; (b) lists of, or access to,
actual or potential customers and suppliers of the Company or the Business; (c)
trade secrets; (d) information contained in any memoranda, discussions, notes,
correspondence, surveys, investigations and the like by or between the employees
of the Company; (e) information received from employees, associate`:, officers
or consultants employed or retained by the Company pertaining to the Business or
the general operations of the Company; and (f) the Company's proprietary
advertising and marketing campaigns and strategies regarding the Business or the
Company..

All of such proprietary and confidential information and business relationships,
including, without limitation, that information and those business relationships
specified in this SECTION 9, are hereinafter collectively referred to as
"Confidential Information". Confidential Information, however, shall not include
any information that, through no act of Executive, has become available to the
general public. Executive shall hold in confidence and not use or disclose,
either for his own benefit or the benefit of any third party, either during or
after Executive's employment with the Company, except as specifically authorized
by the Company in writing for the Company's own benefit, any Confidential
Information that Executive may obtain or have obtained or may create or has
created during the period of Executive's employment hereunder. Upon termination
of Executive's employment with the Company for any reason, Executive shall
promptly return and deliver to the Company all documents, manual", letters,
notes, records, reports and all other materials of a secret or confidential
nature either obtained or arising as a result of Executive's employment
hereunder, including, without limitation, any and all forms and stages of
Confidential Information, that remain in his possession. The terms of this
SECTION 9 shall survive the termination of this Agreement for whatever reason.

10. NON-COMPETITION: NON-SOLICITATION. Executive agrees that, by
virtue of his employment with the Company, he has and will develop and obtain
knowledge and familiarity with the operations of the Company's Affiliates and
their respective businesses, operating and marketing procedures and the identity
of their respective customers, the disclosure of which would result in a
significant economic detriment to the Company. To protect the Company, for a
period of one (1) year commencing on the effective date of termination of
Executive's employment with the company for any reason, Executive shall not:

7
<PAGE>

or does, or attempts to do, business with any client, customer or
patient of the Company or any of its Affiliates or any successor
thereto, and (b) is located or operating anywhere within the defined
licensed and/or franchised territory of the Company or any of its
Affiliates or any successor thereto, including, without limitation,
any office or location of any franchisee of the company or any of its
Affiliates or any successor thereto, PROVIDED, HOWEVER, that the
foregoing restriction "hall be null and void and o, no force or effect
in the event that Executive is terminated without "Cause" pursuant to
SECTION 6.3 hereof; or

(ii) Solicit or otherwise encourage any employee of Company
or any of its Affiliates or any successor thereto to terminate his or
her employment with the company or any of its Affiliates or any
successor thereto, or to enter into employment with any other person,
firm or corporation.

In addition, Executive agrees that he shall not, in any way, slander,
libel or through any other improper means take any action that is intended to be
detrimental to the company or any of its Affiliates or any successor thereto, or
their respective businesses, services, officers, personnel or operations.

If any provision or part of this SECTION 10 is held to be unenforceable
because of the duration of such provision or the area covered thereby, Executive
agrees that the court making such determination "hall have the power to modify
such provision, to reduce the duration or area of such provision, or both, or to
delete specific words or phrases herefrom ("blue-penciling") in a manner that
would provide the greatest possible protection to the Company' and then, in its
reduced or blue-penciled form, such provision on shall then be enforceable and
shall be enforced.

11. EQUITABLE REMEDIES. Executive agrees that the covenants
contained in Sections 9 and 10 hereof are vital to the viability of the company,
its Affiliates and each of their respective businesses. In that regard,
Executive agrees that any breach of SECTION 9 OR 10 hereof would cause
irreparable and immediate harm to the Company and that money would not be an
adequate remedy in the event of any such breach. By reason of the foregoing,
Executive agrees that the Company shall be entitled to injunctive relief in the
event of any breach of Section 9 or 10 hereof. In addition, Executive agrees to
reimburse the Company and its Affiliates for any and all reasonable costs and
expenses (including, without limitation, attorneys' fees and costs) incurred by
the Company or any of its Affiliates as a result of their enforcing the terms
and provisions of this Agreement and their instituting or defending any
litigation, contest, dispute, suit or proceeding against Executive in any way
relating to this Agreement, provided that the Company prevail" in such action.
Nothing herein shall prevent the Company or any of its Affiliates from electing
to seek any monetary or other relief in addition to or in lieu of any equitable
relief for breach of Sections 9 or 10 hereof. The failure of the Company or any
of its Affiliates to promptly

8
<PAGE>

institute a legal action upon any such breach shall not constitute a waiver of
that or any other breach hereof.

12. NOTICES. Any notices, demands, requests, consents or Approvals
to be given hereunder shall be in writing and shall be deemed given when
delivered personally to the person to whom intended, two (2) days after deposit
in the United states mail, certified, postage prepaid, return receipt requested,
one (1) day after deposit with a commercial courier sent for next day delivery,
or upon transmittal if telecopied, to the following addresses:

If to Executive, to: Mitchell Olan

------------------------------
Telecopier Number: ___________

If to the Company, to: Golden Care Network, L.C.
1343 Main Street, 5th Floor
Sarasota, Florida 34236
Attention: President
Telecopier Number: (813) 366-9615

Any party hereto may change his or its address for notice by
communicating such change of address to the other party.

13. Applicable Law This Agreement shall be governed by and construed in
accordance with the laws of the State of Florida.

14. NONASSIGNABLE RIGHTS. This Agreement and all rights and benefits
hereunder are binding upon and shall inure to the benefit of Executive and the
Company, as well as to the benefit of the company's successors. The obligations
of Executive hereunder are personal to Executive; accordingly, neither this
Agreement nor any right or interest of Executive herein, or arising hereunder,
shall be voluntarily or involuntarily sold, transferred or assigned by Executive
without the prior written consent of the Company or its successor in interest.
This Agreement shall be assignable by the Company, provided, however, that in
the event (i) the Company sells all or substantially all of its assets to a
third party, or (ii) majority control of the Company is transferred to any third
party, Executive shall have the right to terminate his employment hereunder, and
such termination shall be deemed a termination without " Cause "

15. SEVERABILITY. In the event that any provision of this Agreement is
determined to be invalid or unenforceable, the remaining terms and provisions of
this Agreement shall be unaffected and shall remain in full force and effect,
and any such determination of invalidity or unenforceability shall in no way
affect the validity or enforceability of any other provision of this Agreement.

16. WAIVER. No delay on the part of any party in exercising any right,
power or privilege shall operate as a waiver thereof, nor shall any waiver of
any right, power or privilege operate as a waiver of any other

9
<PAGE>

right, power or privilege, nor shall any single or partial exercise of any
right, power or privilege preclude any other or further exercise thereof or of
any other right, power or privilege. The rights and remedies herein provided are
cumulative and are not exclusive of any rights or remedy which the parties
otherwise may have at law or in equity.

17. HEADINGS. The section and other headings contained in this
Agreement are for reference purposes only and shall not affect in any way the
meaning or construction hereof.

18. ENTIRE AGREEMENT. This instrument sets forth the entire agreement
and understanding between the parties hereto with respect to Executive's
employment by the Company and supersedes all prior and contemporaneous
discussions and agreements with respect thereto, This Agreement may only be
modified in a writing signed by both parties hereto,

19. COUNTERPART. This Agreement may be executed in several
counterparts, each of which shall be deemed to be an original but all of which
together shall constitute one and the same instrument,

IN WITNESS WHEREOF, the parties hereto have executed this Employment
Agreement as of the date first above written.

GOLDEN CARE NETWORK, L.C.

By:____________________________________
Its:___________________________________

_______________________________________
Mitchell Olan

10
<PAGE>

AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT

This Amendment No. 1 to Employment Agreement (this "Amendment") is made
and entered into as of October 25, 1996 by and between Dental Care Alliance,
Inc., a Delaware corporation (the "Company"), and Mitchell B. Olan, an
individual resident of the State of Florida ("EXECUTIVE").

RECITALS

A. The Company and Executive are parties to that certain Employment
Agreement, dated as or January 26, 1994, by and between Golden Care Network,
L.C. ("Golden Care") and Executive (the "AGREEMENT").

B. Golden Care was merged with and into the Company and upon the
effectiveness of such merger all of the outstanding assets and liabilities of
Golden Care became outstanding assets and liabilities of the Company (the
"MERGER") .

C. In connection with the Merger, the parties hereto are amending the
Agreement.

1. AFFIRMATION OF AGREEMENT. The Company and the Executive hereby
acknowledge and agree to be bound to the terms and conditions of, and that all
rights and benefit under the Agreement, as amended, shall inure to the benefit
of Executive and the Company as successor to Golden Care.

2. AMENDMENT. The Agreement is hereby amended as follows:

(a) Section 3.3 is deleted in its entirety and the
following is substituted in lieu thereof:

3.3 WARRANTS. In addition to the Base Salary to be
paid .by the Company to Executive pursuant to SECTION 3.1 hereof, the
Company grants Executive warrants (collectively, "WARRANTS") to
purchase an amount equal to four percent (4%) of the outstanding Common
Stock of the Company, $0.01 par value per share (the "COMMON STOCK"),
computed as of the date hereof, which translates into Two Thousand
(2,000) shares of Common Stock (as adjusted pursuant to the Warrant
Agreement defined below). Such Warrants may be exercised by Executive
and converted to Common Stock as provided in the Warrant Agreement,
dated as of the date hereof, between the Company and the Executive (the
"WARRANT AGREEMENT"). The ability of Executive co sell or transfer the
Warrants shall be restricted as provided in the Warrant Agreement. Upon
the termination of Executive's employment with the Company, for any
reason, Executive

<PAGE>

shall be obligated to exercise and convert the Warrants and sell the
Common Stock obtained upon conversion of the Warrants to the Company
and the Company shall be obligated to purchase such Common Stock as
provided in SCHEDULE 2 attached hereto and made a part hereof. The
purchase price for such Common Stock obtained upon conversion of the
Warrants hereof shall be paid in cash in three consecutive equal annual
installments, the first installment due ten (10) days after the date
the Company receives written notice of Executive's election to exercise
the Warrants, and the SECOND and third installments due on the first
and second anniversaries of such date

(b) SCHEDULE 2 is deleted in its entirety and SCHEDULE 2
attached hereto and made a part hereof is substituted in lieu thereof.

PROVIDED, that if Executive chooses to opt out of coverage under the
Company's comprehensive group medical insurance plan and gives written
notice of such election to the Company, the Company shall pay to
Executive One Hundred Fifty Dollars ($150) per month in lieu of
granting Executive coverage under such medical insurance plan;

(d) SECTION 5.3 is deleted in its entirety and the following
is substituted in lieu thereof:

5.3 AUTOMOBILE ALLOWANCE. Except as otherwise
provided herein, the Company shall pay to Executive, during the term of this
Agreement, up to Five Hundred Dollars ($500) per month to be used by Executive,
in his sole discretion, for expenses paid or incurred by Executive in connection
with the acquisition, use and maintenance of an automobile by Executive. In
addition to the foregoing, Executive shall be reimbursed for the cost of any gas
purchased by Executive for use in an automobile driven by him for business
purposes as requested by the Company; PROVIDED, that such business purposes
involve travel by automobile to destinations outside of a hundred (100) mile
radius of the Executive's permanent residence.

(e) The following shall be added in its entirety after the
last sentence in the first paragraph of each of SECTION 6.5 and SECTION 6.6:

In addition, the Company shall be obligated to purchase from Executive and
Executive shall be obligated to convert all Warrants and sell to the Company all
Common Stock obtained upon exercise and conversion of such Warrants at the
purchase price set forth in SCHEDULE 2 attached hereto and made a part hereof.

3. MISCELLANEOUS.

(a) HEADING. The section and other headings contained in this
Agreement are for reference purposes only and shall not affect in any way the
meaning or construction hereof

2
<PAGE>

(b) REFERENCES. Any reference to the Agreement contained in
any notice, request, certificate' or other document executed concurrently with
or after the execution and delivery of this Amendment shall be deemed to include
this Amendment unless the context shall otherwise require.

(c) CONTINUED EFFECTIVENESS. Notwithstanding anything
contained herein, the terms of this Amendment are not intended to and do not
serve to effect a novation as to the Agreement. The Agreement, as amended
hereby, shall remain in full force and effect.

(d) COUNTERPART. This Agreement may be executed in several
counterparts, each of which shall be deemed to be an original but all of which
together shall constitute one and the same instrument.

(e) GOVERNING LAW. THIS AMENDMENT SHALL BE A CONTRACT MADE
UNDER AND GOVERNED BY THE LAWS OF THE STATE OF FLORIDA WITHOUT REGARD TO
CONFLICT OF LAWS PRINCIPLES.

(f) SUCCESSORS AND ASSIGNS. In the event that any provision
of this Amendment is determined to be invalid or unenforceable, the remaining
terms and provisions of this Amendment shall be unaffected and shall remain in
full force and effect, and any such determination of invalidity or
unenforceability shall in no way affect the validity or enforceability of any
other provision of this Amendment.

(g) SUCCESSORS AND ASSIGNS. This Amendment and all rights and
benefits hereunder are binding upon and shall inure to the benefit of Executive
and the Company, as well as to the benefit of the Company, s successors. The
obligation of Executive hereunder are personal to Executive; accordingly,
neither this Amendment nor any right ox interest of Executive herein, or arising
hereunder, shall be voluntarily or involuntarily sold, transferred ox assigned
by Executive without the prior written consent of the Company or its successor
in interest.

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

DENTAL CARE ALLIANCE, INC.

By: /s/ Steven R. Matzkin
----------------------------------------
Name: Steven R. Matzkin
Title: President

Equity Holder:

/s/ Mitchell B. Olan
--------------------------------------------
Mitchell B. Olan

<PAGE>

AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT

This Amendment No. 2 to Employment Agreement (this "Amendment") is made
and entered into as of October __, 1997 by and between Dental Care Alliance,
Inc., a Delaware corporation (the "Company"), and Mitchell B. Olan, an
individual resident of the State of Florida ("Executive").

RECITALS

A. The Company and Executive are parties to that certain Employment
Agreement, dated as of January 26, 1994, by and between Golden Care Network,
L.C. and Executive, as amended by that certain Amendment No. 1 to the Employment
Agreement dated October 25, 1996 (the "Agreement");

B. The Company and the Executive desire to modify the terms of the
Agreement as hereinafter set forth;

1. AMENDMENT. The Agreement is hereby amended as follows:

(a) Section 3.2 is deleted in its entirety and the following is
substituted in lieu thereof:

3.2 PERFORMANCE PROGRAM. In respect to each fiscal year
ending during the term of Executive's employment hereunder commencing
with the fiscal year ending December 31, 1997 (but only as to the
fourth quarter of fiscal 1997), Executive shall receive as additional
compensation for services rendered to the Company an incentive bonus in
cash in an amount equal to twenty-five percent (25%) of an annual bonus
pool which shall be equal to fifty percent (50%) of the Company's net
income as reflected on its audited financial statements for the
applicable fiscal year (in accordance with generally accepted
accounting principles, consistently applied with prior years) in excess
of the Company's budgeted net income ("Budgeted Net Income") as
determined by the Compensation Committee of the Company for the fiscal
year. For the purposes hereof and notwithstanding anything else
contained herein, if and when any class of shares of the Company's
capital stock becomes publicly traded, Budgeted Net Income for any
fiscal year or quarter shall not be greater than the average of net
income estimates of the analysts who regularly provide estimates of the
Company's net income, as last reported prior to the commencement of the
fiscal year ("Net Income Estimates"). The bonus paid to Executive for
any year may not exceed $100,000.

<PAGE>

The Executive shall be entitled to receive the estimated amount
of the bonus (the "Estimated Bonus Payment"), net of applicable
withholding and other taxes, within fifteen (15) days after the end of
the calculation of net income for each quarter during the term of
Executive's employment hereunder, such Estimated Bonus Payment to be
based on the Company's net income as reflected on the Company's
unaudited consolidated financial statements as reviewed and approved by
the Board for the applicable quarter in excess of the Company's
budgeted net income for the quarter. The Estimated Bonus Payments will
be subject to upward or downward adjustment based on the Company's
annual audited consolidated financial statements (the "Adjustment").
The Adjustment shall be paid by the Executive to the Company, or shall
be paid by the Company to the Executive, as the case may be, within
fifteen (15) days of receipt of the Company's audited consolidated
financial statements. In the event the Executive does not reimburse the
Company for any Adjustment within such fifteen-day period, the Company
shall have the right to offset the Adjustment against any other
payments due to the Executive hereunder.

2. MISCELLANEOUS.

(a) HEADING. The section and other headings contained in this
Agreement are for reference purposes only and shall not affect in any way the
meaning or construction hereof

(d) COUNTERPARTS. This Agreement may be executed in several
counterparts, each of which shall be deemed to be an original, but all of which
together shall constitute one and the same instrument.

<PAGE>

(e) GOVERNING LAW. This Amendment shall be a contract made under
and governed by the laws of the State of Florida without regard to conflict of
laws principles.

<PAGE>

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

DENTAL CARE ALLIANCE, INC.

By: /s/ Steven R. Matzkin
----------------------------
Name: Steven R. Matzkin
Title:President

Equity Holder:

/s/ MITCHELL B. OLAN
-------------------------------
Mitchell B. Olan

EXHIBIT 10.10

EMPLOYMENT AGREEMENT

This Employment Agreement ("Agreement") is made and entered into as of the 21st
day of January, 1997 by and between Dental Care Alliance, Inc., a Delaware
Corporation ("Company"), and David P. Nichols, an individual resident of the
State of Florida ("Executive").

RECITALS

A. The Company is engaged in the business of, among other things,
providing management and consulting services to dental offices throughout the
United States (the "Business").

B. Executive has particular expertise and knowledge concerning the
Business and its operations.

C. The Company desires to employ Executive, and Executive desires to be
employed by the Company, as its Chief Financial Officer, subject to and upon the
terms and conditions set forth below.

NOW, THEREFORE, in consideration of the premises and the mutual covenants and
agreements contained herein, and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:

1. TERM

The term of this Agreement shall commence on the date hereof and shall
continue until the fourth (4th) anniversary hereof, unless otherwise
terminated in accordance with the terms hereof. This Agreement shall be
automatically renewed for successive one (1) year terms, unless sooner
terminated in accordance with the provisions hereof.

2. ENGAGEMENT AND SERVICES

2.1 DUTIES. For the term of this Agreement, including any and all
renewal terms hereof, unless otherwise terminated as provided
herein, Executive shall be the Chief Financial Officer of the
Company. In such capacity, Executive, subject to the direction of
the President of the Company (the "President") and the board of
directors of the Company (the `Board"), shall supervise the
overall financial, accounting and information systems of the
Company, as well as to provide input to the Company on business
strategy. Executive shall also perform such other duties and
exercise such other power and authority as may from time to time
be delegated to Executive by the President, PROVIDED, HOWEVER,
that such duties, power and authority are commensurate with
Executive's position with the Company.

<PAGE>

2.2 EXCLUSIVE EMPLOYMENT. During the term of this Agreement,
Executive shall devote all of his business time, attention and
effort, including, without limitation, during normal business
hours, to the performance of his duties hereunder, and shall use
his best endeavors in the performance thereof, as well as to the
promotion of the general interest and welfare of the Company.

2.3 LOCATION OF PERFORMANCE. Executive shall perform his duties and
obligations hereunder primarily from the Company's main offices
located in Sarasota, Florida and, from time to time, at other
locations of the Company. Notwithstanding the foregoing,
Executive recognizes that he will be required by the Company to
travel from time to time in order to fulfill his duties and
obligations hereunder, and Executive agrees so travel as
necessary or required.

3. COMPENSATION AND RELATED MATTERS

3.1 BASE SALARY. The base salary ("Base Salary') of Executive,
following commencement of employment, shall be eighty-five
thousand dollars ($85,000), payable in installments consistent
with the Company's normal payroll schedule (subject to applicable
taxes and withholdings), or such greater amount as may be
determined each year by the Company at the annual review of
Executive. Notwithstanding the above, in the event of a public
offering by the Company, Executive's salary shall be increased to
one hundred and twenty thousand dollars ($120,000) and thereafter
be adjusted annually commensurate with that salary of a CFO with
a similarly sized public company.

3.2 OPTIONS. In addition to the Base Salary to be paid by the Company
to Executive pursuant to Section 3.1 hereof, the Company shall
grant Executive options (collectively, "Options") to purchase an
amount equal to 608 common shares in the Company computed as of
the date hereof. Such Options shall be exercisable in whole or in
part immediately. Options will expire on January 21, 2002. The
exercise or conversion price of the Warrants shall be at fair
market value.

4. EXPENSES

4.1 EMPLOYMENT RELATED EXPENSES. Except as otherwise provided herein,
the Company shall reimburse Executive for all reasonable and
necessary, actual out-of-pocket expenses paid or incurred by
Executive solely in connection with and in the course of the
performance of his duties under this Agreement consistent with
Company policy.

4.2 DETERMINATION OF REIMBURSABLE EXPENSES. All expenses for which
reimbursement is sought pursuant to this Section 4 must be
supported by receipts submitted by Executive to the Company. Such
reimbursement of expenses shall be paid by the Company to
Executive within thirty (30) days after Executive submits the
receipts therefor to the Company.

2
<PAGE>

5. BENEFITS

5.1 EMPLOYEE BENEFIT PROGRAMS. In addition to the compensation to be
paid by the Company to Executive pursuant to Section 3 hereof,
during the term of this Agreement, Executive shall also be
entitled to receive the following benefits: (i) participation in
a comprehensive group medical and dental insurance plan of the
Company with premiums to be reimbursed by the Company; (ii)
participation in such other benefit programs of the Company to
the extent such programs are provided to the other full-time
employees of the Company; (iii) paid holidays given by the
Company to all of its employees; and (iv) ten (10) paid vacation
days during the first full year of Executive's employment with
the Company and fifteen (15) paid vacation days for each
additional full year to be taken at such time or times as are
reasonably agreed upon between Executive and the President and in
accordance with the Company's then current policies regarding
vacation time for its full-time officers and executives.

5.2 LIFE INSURANCE. During the term of this Agreement, the Company
agrees to maintain a life insurance policy on the life of the
Executive, provided the Executive is then insurable, the amount
of such policy be equal to the Base Salary of Executive.
Executive shall have the right to designate the beneficiary of
such policy.

6. TERMINATION

6.1 TERMINATION FOR CAUSE. Notwithstanding anything contained in
this Agreement to the contrary, the Company, by written notice to
Executive, shall at all times have the right to terminate
Executive's employment hereunder for "Cause", as hereinafter
defined, effective immediately upon Executive's receipt of the
Company's written notice of such termination. For purposes of
this SECTION 6, "Cause" shall mean: -----------

(i) Any material violation by Executive of any local, state
or federal law or regulation, provided that Executive's
compliance with such law or regulation is material to
the performance of his duties under this Agreement, or
any conviction of a felony by Executive;

(ii) Executive's refusal or willful failure to fulfill, or
inability to perform, any material duties or
obligations required to be performed for the Company
hereunder for any reason, or Executive's refusal or
repeated failure to perform or adhere to the rules and
regulations of the Company established by the Company
from time to time, which refusal or failure is not
cured within fourteen (14) days after notice thereof is
given by the Company to Executive;

3
<PAGE>

(iii) Any theft, fraud or embezzlement committed by
Executive.

On the effective date of the termination of Executive for Cause pursuant hereto,
the Company shall have no further obligations or liabilities to or for the
benefit of Executive under this Agreement, except as provided in SECTION 6.5 of
this Agreement.

6.2 TERMINATION IN THE EVENT OF DEATH. Notwithstanding anything
contained in this Agreement to the contrary, this Agreement, and
all its obligations and liabilities of the parties hereunder,
shall immediately terminate in the event of Executive's death.

6.3 TERMINATION WITHOUT CAUSE. Notwithstanding anything contained
in this Agreement to the contrary, the Company shall at all times
have the right to terminate Executive's employment hereunder
without "Cause" and for any reason whatsoever by giving Executive
at least thirty (30) calendar days' prior written notice of its
intent to so terminate. In the event of the Company's election to
terminate Executive's employment hereunder pursuant to this
SECTION 6.3, such employment shall immediately and automatically
terminate upon the expiration of the thirty (30) calendar day
notice period, without any further notification or action on the
part of the Company, unless Executive gives the Company reason to
terminate Executive for "Cause" in which case the effective date
of termination shall be immediate.

On the effective date of termination of Executive without Cause
pursuant to SECTION 6.3, the Company shall have no further
obligations or liabilities to or for the benefit of Executive
under this Agreement, except as provided in SECTION 6.6 of this
Agreement.

6.4 VOLUNTARY TERMINATION BY EXECUTIVE. Notwithstanding anything
contained in this Agreement to the contrary, Executive shall at
all times have the right to voluntarily terminate his employment
hereunder by giving the Company at least thirty (30) days' prior
written notice of his intent to so terminate. In the event of
Executive's election to terminate his employment hereunder
pursuant to this SECTION 6.4, such employment shall immediately
and automatically terminate upon the expiration of the thirty
(30) calendar day notice period, without any further notification
or action on the part of Executive, unless Executive gives the
Company reason to terminate Executive for "Cause" in which case
the effective date of termination shall be immediate.

On the effective date of the voluntary termination of Executive
pursuant to this SECTION 6.4, the Company shall have no further
obligations or liabilities to or for the benefit of Executive
under this Agreement, except as provided in SECTION 6.5. of this
Agreement.

4
<PAGE>

6.5 PAYMENTS TO EXECUTIVE UPON TERMINATION, OTHER THAN WITHOUT
CAUSE. Upon the termination of Executive's employment pursuant to
this Section 6 other than as provided in SECTION 6.3, the Company
shall be obligated to pay to Executive, and Executive shall be
entitled to receive from the Company: (i) Executive's Base Salary
to the effective date of termination; (ii) accrued vacation to
the effective date of termination; (iii) accrued bonuses, if any
are declared by the Company for Executive, accruing prior to the
effective date of termination; and (iv) any amounts for which
Executive is entitled to, but has not received, reimbursement in
accordance with SECTION 4 hereof, provided that such amounts were
incurred prior to the effective date of termination.

Upon payment to Executive of the foregoing items, the Company
shall have no further obligations or liability to or for the
benefit of Executive whatsoever.

6.6 PAYMENTS TO EXECUTIVE UPON TERMINATION WITHOUT CAUSE. Upon the
termination of Executive's employment pursuant to Section 6.3
hereof, the Company shall be obligated to pay to Executive, and
Executive shall be entitled to receive from the Company, each of
the items described in Section 6.5 hereof. In addition, the
Company agrees to continue to pay the Base Salary to Executive
for the period commencing on the effective date of termination
and ending on the date six (6) months thereafter. Further,
Executive shall be entitled to such performance bonus described
in Section 3.2 hereof that he otherwise would have been entitled
to receive had he not been terminated by the Company without
"Cause" pursuant to Section 6.3 hereof.

Upon payment to Executive of the foregoing items, the Company
shall have no further obligations or liability to or for the
benefit of Executive whatsoever.

7. OFF-SET

The parties hereto agree that the Company shall have the right to
off-set, from any amounts otherwise due and owing to Executive
pursuant to this Agreement, any and all undisputed amounts
legitimately owed by Executive to the Company or any of its Affiliates
(as hereinafter defined), whether pursuant to this Agreement or to any
other agreement or obligation.

8. WITHHOLDING

All compensation payable to Executive pursuant to this Agreement shall
be subject to customary withholding taxes and such other employment
taxes as are required under federal law or the law of any state or
governmental body to be collected with respect to compensation paid by
an employer to an employee.

5
<PAGE>

9. CONFIDENTIAL INFORMATION

Executive acknowledges and agrees that he has been given, and by
virtue of his employment by the Company pursuant hereto will be given,
access to and possession of certain valuable and confidential
information, both verbal and written, proprietary to the Company,
including, without limitation, information regarding technical and
non-technical data, compilations, programs, methods, techniques,
processes and financial data, all of which is sufficiently secret to
derive economic value, actual or potential, from not being generally
known to other persons who can obtain economic value from its
disclosure or use, and which is the subject of efforts that are
reasonable under the circumstances to maintain its secrecy or
confidentiality.

Such proprietary and confidential information specifically includes,
without limitation:

(i) instruction in ad experience regarding the methods of operation
practiced by the Company; (ii) lists of, or access to, actual or
potential customers and suppliers of the Company or the Business;
(iii) trade secrets; (iv) information contained in any memoranda,
discussions, notes, correspondence, surveys, investigations and the
like by or between the employees of the Company; (v) information
received from employees, associates, officers or consultants employed
or retained by the Company pertaining to the Business or the general
operations of the Company; and (vi) the Company's non-public financial
data and strategy.

All of such proprietary and confidential information and business
relationships, including, without limitation, that information and
those business relationships specified in this SECTION 2, are
hereinafter collectively referred to as "Confidential Information".
Confidential information, however, shall not include any information
that, through no act of Executive, has become available to the general
public. Executive shall hold in confidence and not use or disclose,
either for his own benefit or the benefit of any third party, either
during or after Executive's employment with the Company, except as
specifically authorized by the Company in writing for the Company's
own benefit, any Confidential Information that Executive may obtain or
has obtained or may create or has created during the period of
Executive's employment hereunder. Upon termination of Executive's
employment with the Company for any reason, Executive shall promptly
return and deliver to the Company all documents, manuals, letters,
notes, records, reports and all other materials of a secret or
confidential nature either obtained or arising as a result of
Executive's employment hereunder, including, without limitation, any
and all forms and stages of Confidential Information, that remain in
his possession. The terms of this SECTION 9 shall survive the
termination of this Agreement for whatever reason.

10. NON-COMPETITION; NON-SOLICITATION

Executive agrees that, by virtue of his employment with the Company,
he has and will develop and obtain knowledge and familiarity with the
operations of the Company, its Affiliates and respective businesses,
operating and marketing procedures and the identity

6
<PAGE>

of their respective customers, the disclosure of which would result in
a significant economic detriment to the Company. To protect the
Company, for a period of one (I) year commencing on the effective date
of termination of Executive's employment with the Company for any
reason, Executive shall not:

(i) Directly or indirectly, own, manage, operate, control or
participate in, or have any financial interest in or aid or
assist anyone in the conduct of, or otherwise engage in, any
business, (whether it be a sole proprietorship, partnership,
corporation or other entity) that (a) in any way competes with
the Company or its Affiliates or any successor thereto, and (b)
is located or operating anywhere within the defined licensed
and/or franchised territory of the Company or any of its
Affiliates or any successor thereto, including, without
limitation, any office or location of any franchisee of the
Company or any of its Affiliates or any successor thereto,
provided, however, that the foregoing restriction shall be null
and void and of no force or effect in the event that the
Executive is terminated without "Cause" pursuant to SECTION 6.3
hereof; or

(ii) Solicit or otherwise encourage any employee of Company or any of
its Affiliates or any successor thereto to terminate his or her
employment with the Company or any of its Affiliates or any
successor thereto, or to enter into employment with any other
person, firm or corporation.

In addition, Executive agrees that he shall not, in any way, slander,
libel, or through any other improper means take any action that is
intended to be detrimental to the Company or any of its Affiliates or
any successor thereto, or their respective businesses, services,
officers, personnel or operations.

For purposes of this Agreement, an "Affiliate" of an entity shall mean
any person, corporation, proprietorship, partnership, trust, limited
liability company or other business entity that, directly or
indirectly, owns or controls, is under common ownership or control
with, or is owned or controlled by, such entity. For purposes of this
definition, "control" means the possession of the power to direct or
cause the direction of management and policies of such entity, whether
through the ownership of voting securities, by contract or otherwise.
If any provision or part of this Section 10 is held to be
unenforceable because of the duration of such provision or the area
covered thereby, Executive agrees that the court making such
determination shall have the power to modify such provision, to delete
specific words or phrases here from ("blue-penciling") in a manner
that would provide the greatest possible protection to the Company,
and then, in its reduced or blue-penciled form, such provision shall
then be enforceable and shall be enforced.

11. EQUITABLE REMEDIES

Executive agrees that the covenants contained in Sections 9 and 10
hereof are vital to the viability of the Company, its Affiliates and
each of their respective businesses. In that regard, Executive agrees
that any breach of Section 9 or 10 hereof would cause

7
<PAGE>

irreparable and immediate harm to the Company and that money would not
be an adequate remedy in the event of any such breach. By reason of
the foregoing, Executive agrees that the Company shall be entitled to
injunctive relief in the event of any breach of Section 9 or 10
hereof. In addition, Executive agrees to reimburse the Company and its
Affiliates for any and all reasonable costs and expenses (including,
without limitation, attorney's fees and costs) incurred by the Company
or any of its Affiliates as a result of their enforcing the terms and
provisions of this Agreement and their instituting or defending any
litigation, contest, dispute, suit or proceeding against Executive in
any way relating to this Agreement, provided that the Company prevails
in such action. Nothing herein shall prevent the Company or any of its
Affiliates from electing to seek any monetary or other relief in
addition to or in lieu of any equitable relief for breach of Section 9
or 10 hereof. The failure of the Company or any of its Affiliates to
promptly institute a legal action upon any such breach shall not
constitute a waiver of that or any other breach hereof.

12. NOTICES

Any notices, demands, requests, consents or approvals to be given hereunder
shall be in writing and shall be deemed given when delivered personally to the
person to whom intended, two (2) days after deposit in the United States mail,
certified, postage prepaid, return receipt requested, one (1) day after deposit
with a commercial courier sent for next day delivery, or upon transmittal if
telecopied, to the following addresses:

If to Executive: David P. Nichols
514 Bayside Way
Nokomis, FL 34275

If to the Company: Dental Care Alliance, Inc.
1343 Main Street, 7th Floor
Sarasota, FL 34236
Attention: President
Fax: (941) 366-9615

Any party hereto may change his or its address for notice by
communicating such change of address to the other party.

13. APPLICABLE LAW

This Agreement shall be governed by and construed in accordance with
the laws of the State of Florida.

14. NONASSIGNABLE RIGHTS

This Agreement and all rights and benefits hereunder are binding upon
and shall inure to the benefit of Executive and the Company, as well
as to the benefit of the Company's

8
<PAGE>

successors. The obligations of Executive hereunder are personal to
Executive; accordingly, neither this Agreement nor any right or
interest of Executive herein, or arising hereunder, shall be
voluntarily or involuntarily sold, transferred or assigned by
Executive without the prior written consent of the Company or its
successor in interest. This Agreement shall be assignable by the
Company, provided, however, that in the event (i) the Company sells
all or substantially all of its assets to a third party, or (ii)
majority control of the Company is transferred to any third party,
Executive shall have the right to terminate his employment hereunder,
and such termination shall be deemed a termination without "Cause".

15. SEVERABILITY

In the event that any provision of this Agreement is determined to be
invalid or unenforceable, the remaining terms and provisions of this
Agreement shall be unaffected and shall remain in full force and
effect, and any such determination of invalidity or unenforceability
shall in no way affect the validity or enforceability of any other
provision of this Agreement.

16. WAIVER

No delay on the part of any party in exercising any right, power or
privilege shall operate as a waiver thereof, nor shall any waiver of
any right, power or privilege operate as a waiver of any right, power
or privilege, nor shall any single or partial exercise of any right,
power or privilege preclude any other or further exercise thereof or
any other right, power or privilege. The rights and remedies herein
provided are cumulative and are not exclusive of any rights or
remedies which the parties otherwise may have at law or in equity.

17. HEADINGS

The section and other headings contained in this Agreement are for
reference purposes only and shall not affect in any way the meaning or
construction hereof.

18. ENTIRE AGREEMENT

This instrument sets forth the entire agreement and understanding
between the parties hereto with respect to Executives employment by
the Company and supersedes all prior and contemporaneous discussions
and agreements with respect thereto. This Agreement may only be
modified in writing, signed by both parties hereto.

19. COUNTERPARTS

This Agreement may be executed in several counterparts, each of which
shall be deemed to be an original but all of which together shall
constitute one and the same instrument.

9
<PAGE>

IN WITNESS WHEREOF, the parties hereto have executed this Employment Agreement
as of the date first written above.

DENTAL CARE ALLIANCE, INC.

By:/s/ Steven R. Matzkin
----------------------------------
Steven R. Matzkin
President

By:/s/ David P. Nichols
----------------------------------
David P. Nichols

10
<PAGE>

AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT

This Amendment No. 1 to Employment Agreement (this "Amendment") is made
and entered into as of October __, 1997 by and between Dental Care Alliance,
Inc., a Delaware corporation (the "Company"), and David P. Nichols, an
individual resident of the State of Florida ("Executive").

RECITALS

A. The Company and Executive are parties to that certain Employment
Agreement, dated as of October 25, 1996 (the "AGREEMENT");

B. The Company and the Executive desire to modify the terms of the
Agreement as hereinafter set forth;

1. AMENDMENT. The Agreement is hereby amended as follows:

(a) Section 3.2 becomes Section 3.3 and the following is
substituted in lieu of Section 3.2 (now Section 3.3):

3.2 PERFORMANCE PROGRAM. In respect to each fiscal year
ending during the term of Executive's employment hereunder commencing
with the fiscal year ending December 31, 1997 (but only as to the
fourth quarter of fiscal 1997), Executive shall receive as additional
compensation for services rendered to the Company an incentive bonus in
cash in an amount equal to fifteen percent (15%) of an annual bonus
pool which shall be equal to fifty percent (50%) of the Company's net
income as reflected on its audited financial statements for the
applicable fiscal year (in accordance with generally accepted
accounting principles, consistently applied with prior years) in excess
of the Company's budgeted net income ("Budgeted Net Income") as
determined by the Compensation Committee of the Company for the fiscal
year. For the purposes hereof and notwithstanding anything else
contained herein, if and when any class of shares of the Company's
capital stock becomes publicly traded, Budgeted Net Income for any
fiscal year or quarter shall not be greater than the average of net
income estimates of the analysts who regularly provide estimates of the
Company's net income, as last reported prior to the commencement of the
fiscal year ("Net Income Estimates"). The bonus paid to Executive for
any year may not exceed $50,000.

<PAGE>

(b) Schedule 1 to the Employment Agreement is hereby deleted.

2. MISCELLANEOUS.

(a) HEADING. The section and other headings contained in this
Agreement are for reference purposes only and shall not affect in any way the
meaning or construction hereof.

(d) COUNTERPARTS. This Agreement may be executed in several
counterparts, each of which shall be deemed to be an original, but all of which
together shall constitute one and the same instrument.

<PAGE>

(e) GOVERNING LAW. This Amendment shall be a contract made under
and governed by the laws of the State of Florida without regard to conflict of
laws principles.

<PAGE>

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

DENTAL CARE ALLIANCE, INC.

By: /s/ STEVEN R. MATZKIN
----------------------------
Name: Steven R. Matzkin
Title: CEO and President

Equity Holder:

/s/ DAVID P. NICHOLS
---------------------------
David P. Nichols

DENTAL CARE ALLIANCE, INC.

1997 EXECUTIVE INCENTIVE COMPENSATION PLAN

DENTAL CARE ALLIANCE, INC.

1997 EXECUTIVE INCENTIVE COMPENSATION PLAN

<S> <C> <C>
1. Purpose................................................................................................... 1
2. Definitions............................................................................................... 1
3. Administration............................................................................................ 4
(a) Authority of the Committee....................................................................... 4
(b) Manner of Exercise of Committee Authority........................................................ 4
(c) Limitation of Liability.......................................................................... 5
4. Stock Subject to Plan..................................................................................... 5
(a) Limitation on Overall Number of Shares Subject to Awards......................................... 5
(b) Application of Limitations....................................................................... 5
5. Eligibility; Per-Person Award Limitations................................................................. 5
6. Specific Terms of Awards.................................................................................. 6
(a) General.......................................................................................... 6
(b) Options.......................................................................................... 6
(c) Stock Appreciation Rights........................................................................ 7
(d) Restricted Stock................................................................................. 8
(e) Deferred Stock................................................................................... 9
(f) Bonus Stock and Awards in Lieu of Obligations.................................................... 10
(g) Dividend Equivalents............................................................................. 10
(h) Other Stock-Based Awards......................................................................... 10
7. Certain Provisions Applicable to Awards................................................................... 11
(a) Stand-Alone, Additional, Tandem, and Substitute Awards........................................... 11
(b) Term of Awards................................................................................... 11
(c) Form and Timing of Payment Under Awards; Deferrals............................................... 11
(d) Exemptions from Section 16(b) Liability.......................................................... 12
8. Performance and Annual Incentive Awards................................................................... 12
(a) Performance Conditions........................................................................... 12
(b) Performance Awards Granted to Designated Covered Employees....................................... 12
(c) Annual Incentive Awards Granted to Designated Covered Employees.................................. 14
(d) Written Determinations........................................................................... 15
(e) Status of Section 8(b) and Section 8(c) Awards Under Code Section 162(m)......................... 15
9. Change in Control......................................................................................... 16
(a) Effect of "Change in Control."................................................................... 16
(b) Definition of "Change in Control"................................................................ 16
(c) Definition of "Change in Control Price."......................................................... 17
10. General Provisions........................................................................................ 17
(a) Compliance With Legal and Other Requirements..................................................... 17
(b) Limits on Transferability; Beneficiaries......................................................... 17
(c) Adjustments...................................................................................... 18
(d) Taxes............................................................................................ 19
(e) Changes to the Plan and Awards................................................................... 19
</TABLE>

(i)
<PAGE>

<TABLE>
<CAPTION>
<S> <C>
(f) Limitation on Rights Conferred Under Plan........................................................ 19
(g) Unfunded Status of Awards; Creation of Trusts.................................................... 20
(h) Non-exclusivity of the Plan...................................................................... 20
(i) Payments in the Event of Forfeitures; Fractional Shares.......................................... 20
(j) Governing Law.................................................................................... 20
(k) Plan Effective Date and Stockholder Approval; Termination of Plan................................ 20
</TABLE>

(ii)

<PAGE>

DENTAL CARE ALLIANCE, INC.

1997 EXECUTIVE INCENTIVE COMPENSATION PLAN

1. PURPOSE. The purpose of this 1997 Executive Incentive Compensation
Plan (the "Plan") is to assist Dental Care Alliance, Inc. (the "Company") and
its Subsidiaries in attracting, motivating, retaining and rewarding high-quality
executives and other employees, officers, Directors and independent contractors
enabling such persons to acquire or increase a proprietary interest in the
Company in order to strengthen the mutuality of interests between such persons
and the Company's stockholders, and providing such persons with annual and long
term performance incentives to expend their maximum efforts in the creation of
shareholder value. The Plan is also intended to qualify certain compensation
awarded under the Plan for tax deductibility under Section 162(m) of the Code
(as hereafter defined) to the extent deemed appropriate by the Committee (or any
successor committee) of the Board of Directors of the Company.

2. DEFINITIONS. For purposes of the Plan, the following terms shall be
defined as set forth below, in addition to such terms defined in Section 1
hereof.

(a) "Annual Incentive Award" means a conditional right granted to a
Participant under Section 8(c) hereof to receive a cash payment, Stock or other
Award, unless otherwise determined by the Committee, after the end of a
specified fiscal year.

(b) "Award" means any Option, SAR (including Limited SAR),
Restricted Stock, Deferred Stock, Stock granted as a bonus or in lieu of another
award, Dividend Equivalent, Other Stock-Based Award, Performance Award or Annual
Incentive Award, together with any other right or interest granted to a
Participant under the Plan.

(c) "Beneficiary" means the person, persons, trust or trusts
which have been designated by a Participant in his or her most recent written
beneficiary designation filed with the Committee to receive the benefits
specified under the Plan upon such Participant's death or to which Awards or
other rights are transferred if and to the extent permitted under Section 10(b)
hereof. If, upon a Participant's death, there is no designated Beneficiary or
surviving designated Beneficiary, then the term Beneficiary means the person,
persons, trust or trusts entitled by will or the laws of descent and
distribution to receive such benefits.

(d) "Beneficial Owner", "Beneficially Owning" and "Beneficial
Ownership" shall have the meanings ascribed to such terms in Rule 13d-3 under
the Exchange Act and any successor to such Rule.

(e) "Board" means the Company's Board of Directors.

(f) "Change in Control" means Change in Control as defined with
related terms in Section 9 of the Plan.

(g) "Change in Control Price" means the amount calculated in
accordance with Section 9(c) of the Plan.

<PAGE>

(h) "Code" means the Internal Revenue Code of 1986, as amended from
time to time, including regulations thereunder and successor provisions and
regulations thereto.

(i) "Committee" means a committee designated by the Board to administer
the Plan; provided, however, that the Committee shall consist solely of at least
two directors, each of whom shall be (i) a "non-employee director" within the
meaning of Rule 16b-3 under the Exchange Act, unless administration of the Plan
by "non-employee directors" is not then required in order for exemptions under
Rule 16b-3 to apply to transactions under the Plan, and (ii) an "outside
director" within the meaning of Section 162(m) of the Code, unless
administration of the Plan by "outside directors" is not then required in order
to qualify for tax deductibility under Section 162(m) of the Code.

(j) "Corporate Transaction" means a Corporate Transaction as defined in
Section 9(b)(i) of the Plan.

(k) "Covered Employee" means an Eligible Person who is a Covered
Employee as specified in Section 8(e) of the Plan.

(l) "Deferred Stock" means a right, granted to a Participant under
Section 6(e) hereof, to receive Stock, cash or a combination thereof at the end
of a specified deferral period.

(m) "Director" means a member of the Board.

(n) "Disability" means a permanent and total disability (within the
meaning of Section 22(e) of the Code), as determined by a medical doctor
satisfactory to the Committee.

(o) "Dividend Equivalent" means a right, granted to a Participant under
Section 6(g) hereof, to receive cash, Stock, other Awards or other property
equal in value to dividends paid with respect to a specified number of shares of
Stock, or other periodic payments.

(p) "Effective Date" means the effective date of the Plan, which shall
be the business day immediately preceding the Company's initial public offering.

(q) "Eligible Person" means each Executive Officer of the Company (as
defined under the Exchange Act) and other officers, Directors and employees of
the Company or of any Subsidiary, and independent contractors with the Company
or any Subsidiary. The foregoing notwithstanding, only employees of the Company
or any Subsidiary shall be Eligible Persons for purposes of receiving any
Incentive Stock Options. An employee on leave of absence may be considered as
still in the employ of the Company or a Subsidiary for purposes of eligibility
for participation in the Plan.

(r) "Exchange Act" means the Securities Exchange Act of 1934, as
amended from time to time, including rules thereunder and successor provisions
and rules thereto.

(s) "Executive Officer" means an executive officer of the Company as
defined under the Exchange Act.

<PAGE>

(t) "Fair Market Value" means the fair market value of Stock, Awards or
other property as determined by the Committee or the Board, or under procedures
established by the Committee or the Board. Unless otherwise determined by the
Committee or the Board, the Fair Market Value of Stock as of any given date
shall be the closing sale price per share reported on a consolidated basis for
stock listed on the principal stock exchange or market on which Stock is traded
on the date as of which such value is being determined or, if there is no sale
on that date, then on the last previous day on which a sale was reported.

(u) "Incentive Stock Option" or "ISO" means any Option intended to be
designated as an incentive stock option within the meaning of Section 422 of the
Code or any successor provision thereto.

(v) "Incumbent Board" means the Incumbent Board as defined in Section
9(b)(ii) of the Plan.

(w) "Limited SAR" means a right granted to a Participant under Section
6(c) hereof.

(x) "Option" means a right granted to a Participant under Section 6(b)
hereof, to purchase Stock or other Awards at a specified price during specified
time periods.

(y) "Other Stock-Based Awards" means Awards granted to a Participant
under Section 6(h) hereof.

(z) "Parent Corporation" means any corporation (other than the Company)
in an unbroken chain of corporations ending with the Company, if each of the
corporations in the chain (other than the Company) owns stock possessing 50% or
more of the combined voting power of all classes of stock in one of the other
corporations in the chain.

(aa) "Participant" means a person who has been granted an Award under
the Plan which remains outstanding, including a person who is no longer an
Eligible Person.

(bb) "Performance Award" means a right, granted to a Eligible Person
under Section 8 hereof, to receive Awards based upon performance criteria
specified by the Committee or the Board.

(cc) "Person" shall have the meaning ascribed to such term in Section
3(a)(9) of the Exchange Act and used in Sections 13(d) and 14(d) thereof, and
shall include a "group" as defined in Section 13(d) thereof.

(dd) "Restricted Stock" means Stock granted to a Participant under
Section 6(d) hereof, that is subject to certain restrictions and to a risk of
forfeiture.

(ee) "Rule 16b-3" and "Rule 16a-1(c)(3)" means Rule 16b-3 and Rule 16a-
1(c)(3), as from time to time in effect and applicable to the Plan and
Participants, promulgated by the Securities and Exchange Commission under
Section 16 of the Exchange Act

<PAGE>

(ff) "Stock" means the Company's Common Stock, and such other
securities as may be substituted (or resubstituted) for Stock pursuant to
Section 10(c) hereof.

(gg) "Stock Appreciation Rights" or "SAR" means a right granted to a
Participant under Section 6(c) hereof.

(hh) "Subsidiary" means any corporation or other entity in which the
Company has a direct or indirect ownership interest of 50% or more of the total
combined voting power of the then outstanding securities or interests of such
corporation or other entity entitled to vote generally in the election of
directors or in which the Company has the right to receive 50% or more of the
distribution of profits or 50% or more of the assets on liquidation or
dissolution.

3. ADMINISTRATION.

(a) AUTHORITY OF THE COMMITTEE. The Plan shall be administered by the
Committee; provided, however, that except as otherwise expressly provided in
this Plan or in order to comply with Code Section 162(m) or Rule 16b-3 under the
Exchange Act, the Board may exercise any power or authority granted to the
Committee under this Plan. The Committee or the Board shall have full and final
authority, in each case subject to and consistent with the provisions of the
Plan, to select Eligible Persons to become Participants, grant Awards, determine
the type, number and other terms and conditions of, and all other matters
relating to, Awards, prescribe Award agreements (which need not be identical for
each Participant) and rules and regulations for the administration of the Plan,
construe and interpret the Plan and Award agreements and correct defects, supply
omissions or reconcile inconsistencies therein, and to make all other decisions
and determinations as the Committee or the Board may deem necessary or advisable
for the administration of the Plan. In exercising any discretion granted to the
Committee or the Board under the Plan or pursuant to any Award, the Committee or
the Board shall not be required to follow past practices, act in a manner
consistent with past practices, or treat any Eligible Person in a manner
consistent with the treatment of other Eligible Persons.

(b) MANNER OF EXERCISE OF COMMITTEE AUTHORITY. The Committee, and not
the Board, shall exercise sole and exclusive discretion on any matter relating
to a Participant then subject to Section 16 of the Exchange Act with respect to
the Company to the extent necessary in order that transactions by such
Participant shall be exempt under Rule 16b-3 under the Exchange Act. Any action
of the Committee or the Board shall be final, conclusive and binding on all
persons, including the Company, its subsidiaries, Participants, Beneficiaries,
transferees under Section 10(b) hereof or other persons claiming rights from or
through a Participant, and stockholders. The express grant of any specific power
to the Committee or the Board, and the taking of any action by the Committee or
the Board, shall not be construed as limiting any power or authority of the
Committee or the Board. The Committee or the Board may delegate to officers or
managers of the Company or any subsidiary, or committees thereof, the authority,
subject to such terms as the Committee or the Board shall determine, (i) to
perform administrative functions, (ii) with respect to Participants not subject
to Section 16 of the Exchange Act, to perform such other functions as the
Committee or the Board may determine, and (iii) with respect to Participants
subject to Section 16, to perform such other functions of the Committee or the
Board as the Committee or the Board may determine to the extent performance of
such functions

<PAGE>

will not result in the loss of an exemption under Rule 16b-3 otherwise available
for transactions by such persons, in each case to the extent permitted under
applicable law and subject to the requirements set forth in Section 8(d). The
Committee or the Board may appoint agents to assist it in administering the
Plan.

(c) LIMITATION OF LIABILITY. The Committee and the Board, and each
member thereof, shall be entitled to, in good faith, rely or act upon any report
or other information furnished to him or her by any executive officer, other
officer or employee of the Company or a Subsidiary, the Company's independent
auditors, consultants or any other agents assisting in the administration of the
Plan. Members of the Committee and the Board, and any officer or employee of the
Company or a subsidiary acting at the direction or on behalf of the Committee or
the Board, shall not be personally liable for any action or determination taken
or made in good faith with respect to the Plan, and shall, to the extent
permitted by law, be fully indemnified and protected by the Company with respect
to any such action or determination.

4. STOCK SUBJECT TO PLAN.

(a) LIMITATION ON OVERALL NUMBER OF SHARES SUBJECT TO AWARDS. Subject
to adjustment as provided in Section 10(c) hereof, the total number of shares of
Stock reserved and available for delivery in connection with Awards under the
Plan shall be the sum of (i) 250,000, plus (ii) the number of shares with
respect to Awards previously granted under the Plan that terminate without being
exercised, expire, are forfeited or canceled, and the number of shares of Stock
that are surrendered in payment of any Awards or any tax withholding with regard
thereto. Any shares of Stock delivered under the Plan may consist, in whole or
in part, of authorized and unissued shares or treasury shares. Subject to
adjustment as provided in Section 10(c) hereof, in no event shall the aggregate
number of shares of Stock which may be issued pursuant to ISOs exceed 250,000
shares.

(b) APPLICATION OF LIMITATIONS. The limitation contained in Section
4(a) shall apply not only to Awards that are settleable by the delivery of
shares of Stock but also to Awards relating to shares of Stock but settleable
only in cash (such as cash-only SARs). The Committee or the Board may adopt
reasonable counting procedures to ensure appropriate counting, avoid double
counting (as, for example, in the case of tandem or substitute awards) and make
adjustments if the number of shares of Stock actually delivered differs from the
number of shares previously counted in connection with an Award.

5. ELIGIBILITY; PER-PERSON AWARD LIMITATIONS. Awards may be granted
under the Plan only to Eligible Persons. In each fiscal year during any part of
which the Plan is in effect, an Eligible Person may not be granted Awards
relating to more than 150,000 shares of Stock, subject to adjustment as provided
in Section 10(c), under each of Sections 6(b), 6(c), 6(d), 6(e), 6(f), 6(g),
6(h), 8(b) and 8(c). In addition, the maximum amount that may be earned as an
Annual Incentive Award or other cash Award in any fiscal year by any one
Participant shall be $2,000,000, and the maximum amount that may be earned as a
Performance Award or other cash Award in respect of a performance period by any
one Participant shall be $5,000,000.

<PAGE>

6. SPECIFIC TERMS OF AWARDS.

(a) GENERAL. Awards may be granted on the terms and conditions set
forth in this Section 6. In addition, the Committee or the Board may impose on
any Award or the exercise thereof, at the date of grant or thereafter (subject
to Section 10(e)), such additional terms and conditions, not inconsistent with
the provisions of the Plan, as the Committee or the Board shall determine,
including terms requiring forfeiture of Awards in the event of termination of
employment by the Participant and terms permitting a Participant to make
elections relating to his or her Award. The Committee or the Board shall retain
full power and discretion to accelerate, waive or modify, at any time, any term
or condition of an Award that is not mandatory under the Plan. Except in cases
in which the Committee or the Board is authorized to require other forms of
consideration under the Plan, or to the extent other forms of consideration must
be paid to satisfy the requirements of Florida law, no consideration other than
services may be required for the grant (but not the exercise) of any Award.

(b) OPTIONS. The Committee and the Board each is authorized to grant
Options to Participants on the following terms and conditions:

(i) EXERCISE PRICE. The exercise price per share of Stock
purchasable under an Option shall be determined by the Committee or the
Board, provided that such exercise price shall not, in the case of
Incentive Stock Options, be less than 100% of the Fair Market Value of
the Stock on the date of grant of the Option and shall not, in any
event, be less than the par value of a share of Stock on the date of
grant of such Option. If an employee owns or is deemed to own (by
reason of the attribution rules applicable under Section 424(d) of the
Code) more than 10% of the combined voting power of all classes of
stock of the Company or any Parent Corporation and an Incentive Stock
Option is granted to such employee, the option price of such Incentive
Stock Option (to the extent required by the Code at the time of grant)
shall be no less than 110% of the Fair Market Value of the Stock on the
date such Incentive Stock Option is granted.

(ii) TIME AND METHOD OF EXERCISE. The Committee or the Board
shall determine the time or times at which or the circumstances under
which an Option may be exercised in whole or in part (including based
on achievement of performance goals and/or future service
requirements), the time or times at which Options shall cease to be or
become exercisable following termination of employment or upon other
conditions, the methods by which such exercise price may be paid or
deemed to be paid (including in the discretion of the Committee or the
Board a cashless exercise procedure), the form of such payment,
including, without limitation, cash, Stock, other Awards or awards
granted under other plans of the Company or any subsidiary, or other
property (including notes or other contractual obligations of
Participants to make payment on a deferred basis), and the methods by
or forms in which Stock will be delivered or deemed to be delivered to
Participants.

<PAGE>

(iii) ISOS. The terms of any ISO granted under the Plan shall
comply in all respects with the provisions of Section 422 of the Code.
Anything in the Plan to the contrary notwithstanding, no term of the
Plan relating to ISOs (including any SAR in tandem therewith) shall be
interpreted, amended or altered, nor shall any discretion or authority
granted under the Plan be exercised, so as to disqualify either the
Plan or any ISO under Section 422 of the Code, unless the Participant
has first requested the change that will result in such
disqualification. Thus, if and to the extent required to comply with
Section 422 of the Code, Options granted as Incentive Stock Options
shall be subject to the following special terms and conditions:

(A) the Option shall not be exercisable more than ten years
after the date such Incentive Stock Option is granted; provided,
however, that if a Participant owns or is deemed to own (by reason of
the attribution rules of Section 424(d) of the Code) more than 10% of
the combined voting power of all classes of stock of the Company or any
Parent Corporation and the Incentive Stock Option is granted to such
Participant, the term of the Incentive Stock Option shall be (to the
extent required by the Code at the time of the grant) for no more than
five years from the date of grant; and

(B) The aggregate Fair Market Value (determined as of the date
the Incentive Stock Option is granted) of the shares of stock with
respect to which Incentive Stock Options granted under the Plan and all
other option plans of the Company or its Parent Corporation during any
calendar year exercisable for the first time by the Participant during
any calendar year shall not (to the extent required by the Code at the
time of the grant) exceed $100,000.

(c) STOCK APPRECIATION RIGHTS. The Committee and the Board each is
authorized to grant SARs to Participants on the following terms and conditions:

(i) RIGHT TO PAYMENT. A SAR shall confer on the Participant to
whom it is granted a right to receive, upon exercise thereof, the
excess of (A) the Fair Market Value of one share of stock on the date
of exercise (or, in the case of a "Limited SAR" that may be exercised
only in the event of a Change in Control, the Fair Market Value
determined by reference to the Change in Control Price, as defined
under Section 9(c) hereof), over (B) the grant price of the SAR as
determined by the Committee or the Board. The grant price of an SAR
shall not be less than the Fair Market Value of a share of Stock on the
date of grant except as provided under Section 7(a) hereof.

(ii) OTHER TERMS. The Committee or the Board shall determine
at the date of grant or thereafter, the time or times at which and the
circumstances under which a SAR may be exercised in whole or in part
(including based on achievement of performance goals and/or future
service requirements), the time or times at which SARs shall cease to
be or become exercisable following termination of employment or upon
other conditions, the method of exercise, method of

<PAGE>

settlement, form of consideration payable in settlement, method by or
forms in which Stock will be delivered or deemed to be delivered to
Participants, whether or not a SAR shall be in tandem or in combination
with any other Award, and any other terms and conditions of any SAR.
Limited SARs that may only be exercised in connection with a Change in
Control or other event as specified by the Committee or the Board, may
be granted on such terms, not inconsistent with this Section 6(c), as
the Committee or the Board may determine. SARs and Limited SARs may be
either freestanding or in tandem with other Awards.

(d) RESTRICTED STOCK. The Committee and the Board each is authorized to
grant Restricted Stock to Participants on the following terms and conditions:

(i) GRANT AND RESTRICTIONS. Restricted Stock shall be subject
to such restrictions on transferability, risk of forfeiture and other
restrictions, if any, as the Committee or the Board may impose, which
restrictions may lapse separately or in combination at such times,
under such circumstances (including based on achievement of performance
goals and/or future service requirements), in such installments or
otherwise, as the Committee or the Board may determine at the date of
grant or thereafter. Except to the extent restricted under the terms of
the Plan and any Award agreement relating to the Restricted Stock, a
Participant granted Restricted Stock shall have all of the rights of a
stockholder, including the right to vote the Restricted Stock and the
right to receive dividends thereon (subject to any mandatory
reinvestment or other requirement imposed by the Committee or the
Board). During the restricted period applicable to the Restricted
Stock, subject to Section 10(b) below, the Restricted Stock may not be
sold, transferred, pledged, hypothecated, margined or otherwise
encumbered by the Participant.

(ii) FORFEITURE. Except as otherwise determined by the
Committee or the Board at the time of the Award, upon termination of a
Participant's employment during the applicable restriction period, the
Participant's Restricted Stock that is at that time subject to
restrictions shall be forfeited and reacquired by the Company; provided
that the Committee or the Board may provide, by rule or regulation or
in any Award agreement, or may determine in any individual case, that
restrictions or forfeiture conditions relating to Restricted Stock
shall be waived in whole or in part in the event of terminations
resulting from specified causes, and the Committee or the Board may in
other cases waive in whole or in part the forfeiture of Restricted
Stock.

(iii) CERTIFICATES FOR STOCK. Restricted Stock granted under
the Plan may be evidenced in such manner as the Committee or the Board
shall determine. If certificates representing Restricted Stock are
registered in the name of the Participant, the Committee or the Board
may require that such certificates bear an appropriate legend referring
to the terms, conditions and restrictions applicable to such Restricted
Stock, that the Company retain physical possession of the

<PAGE>

certificates, and that the Participant deliver a stock power to the
Company, endorsed in blank, relating to the Restricted Stock.

(iv) DIVIDENDS AND SPLITS. As a condition to the grant of an
Award of Restricted Stock, the Committee or the Board may require that
any cash dividends paid on a share of Restricted Stock be automatically
reinvested in additional shares of Restricted Stock or applied to the
purchase of additional Awards under the Plan. Unless otherwise
determined by the Committee or the Board, Stock distributed in
connection with a Stock split or Stock dividend, and other property
distributed as a dividend, shall be subject to restrictions and a risk
of forfeiture to the same extent as the Restricted Stock with respect
to which such Stock or other property has been distributed.

(e) DEFERRED STOCK. The Committee and the Board each is authorized to
grant Deferred Stock to Participants, which are rights to receive Stock, cash,
or a combination thereof at the end of a specified deferral period, subject to
the following terms and conditions:

(i) AWARD AND RESTRICTIONS. Satisfaction of an Award of
Deferred Stock shall occur upon expiration of the deferral period
specified for such Deferred Stock by the Committee or the Board (or, if
permitted by the Committee or the Board, as elected by the
Participant). In addition, Deferred Stock shall be subject to such
restrictions (which may include a risk of forfeiture) as the Committee
or the Board may impose, if any, which restrictions may lapse at the
expiration of the deferral period or at earlier specified times
(including based on achievement of performance goals and/or future
service requirements), separately or in combination, in installments or
otherwise, as the Committee or the Board may determine. Deferred Stock
may be satisfied by delivery of Stock, cash equal to the Fair Market
Value of the specified number of shares of Stock covered by the
Deferred Stock, or a combination thereof, as determined by the
Committee or the Board at the date of grant or thereafter. Prior to
satisfaction of an Award of Deferred Stock, an Award of Deferred Stock
carries no voting or dividend or other rights associated with share
ownership.

(ii) FORFEITURE. Except as otherwise determined by the
Committee or the Board, upon termination of a Participant's employment
during the applicable deferral period thereof to which forfeiture
conditions apply (as provided in the Award agreement evidencing the
Deferred Stock), the Participant's Deferred Stock that is at that time
subject to deferral (other than a deferral at the election of the
Participant) shall be forfeited; provided that the Committee or the
Board may provide, by rule or regulation or in any Award agreement, or
may determine in any individual case, that restrictions or forfeiture
conditions relating to Deferred Stock shall be waived in whole or in
part in the event of terminations resulting from specified causes, and
the Committee or the Board may in other cases waive in whole or in part
the forfeiture of Deferred Stock.

<PAGE>

(iii) DIVIDEND EQUIVALENTS. Unless otherwise determined by the
Committee or the Board at date of grant, Dividend Equivalents on the
specified number of shares of Stock covered by an Award of Deferred
Stock shall be either (A) paid with respect to such Deferred Stock at
the dividend payment date in cash or in shares of unrestricted Stock
having a Fair Market Value equal to the amount of such dividends, or
(B) deferred with respect to such Deferred Stock and the amount or
value thereof automatically deemed reinvested in additional Deferred
Stock, other Awards or other investment vehicles, as the Committee or
the Board shall determine or permit the Participant to elect.

(f) BONUS STOCK AND AWARDS IN LIEU OF OBLIGATIONS. The Committee and
the Board each is authorized to grant Stock as a bonus, or to grant Stock or
other Awards in lieu of Company obligations to pay cash or deliver other
property under the Plan or under other plans or compensatory arrangements,
provided that, in the case of Participants subject to Section 16 of the Exchange
Act, the amount of such grants remains within the discretion of the Committee to
the extent necessary to ensure that acquisitions of Stock or other Awards are
exempt from liability under Section 16(b) of the Exchange Act. Stock or Awards
granted hereunder shall be subject to such other terms as shall be determined by
the Committee or the Board.

(g) DIVIDEND EQUIVALENTS. The Committee and the Board each is
authorized to grant Dividend Equivalents to a Participant entitling the
Participant to receive cash, Stock, other Awards, or other property equal in
value to dividends paid with respect to a specified number of shares of Stock,
or other periodic payments. Dividend Equivalents may be awarded on a
free-standing basis or in connection with another Award. The Committee or the
Board may provide that Dividend Equivalents shall be paid or distributed when
accrued or shall be deemed to have been reinvested in additional Stock, Awards,
or other investment vehicles, and subject to such restrictions on
transferability and risks of forfeiture, as the Committee or the Board may
specify.

(h) OTHER STOCK-BASED AWARDS. The Committee and the Board each is
authorized, subject to limitations under applicable law, to grant to
Participants such other Awards that may be denominated or payable in, valued in
whole or in part by reference to, or otherwise based on, or related to, Stock,
as deemed by the Committee or the Board to be consistent with the purposes of
the Plan, including, without limitation, convertible or exchangeable debt
securities, other rights convertible or exchangeable into Stock, purchase rights
for Stock, Awards with value and payment contingent upon performance of the
Company or any other factors designated by the Committee or the Board, and
Awards valued by reference to the book value of Stock or the value of securities
of or the performance of specified subsidiaries or business units. The Committee
or the Board shall determine the terms and conditions of such Awards. Stock
delivered pursuant to an Award in the nature of a purchase right granted under
this Section 6(h) shall be purchased for such consideration, paid for at such
times, by such methods, and in such forms, including, without limitation, cash,
Stock, other Awards or other property, as the Committee or the Board shall
determine. Cash awards, as an element of or supplement to any other Award under
the Plan, may also be granted pursuant to this Section 6(h).

<PAGE>

7. CERTAIN PROVISIONS APPLICABLE TO AWARDS.

(a) STAND-ALONE, ADDITIONAL, TANDEM, AND SUBSTITUTE AWARDS. Awards
granted under the Plan may, in the discretion of the Committee or the Board, be
granted either alone or in addition to, in tandem with, or in substitution or
exchange for, any other Award or any award granted under another plan of the
Company, any subsidiary, or any business entity to be acquired by the Company or
a subsidiary, or any other right of a Participant to receive payment from the
Company or any subsidiary. Such additional, tandem, and substitute or exchange
Awards may be granted at any time. If an Award is granted in substitution or
exchange for another Award or award, the Committee or the Board shall require
the surrender of such other Award or award in consideration for the grant of the
new Award. In addition, Awards may be granted in lieu of cash compensation,
including in lieu of cash amounts payable under other plans of the Company or
any subsidiary, in which the value of Stock subject to the Award is equivalent
in value to the cash compensation (for example, Deferred Stock or Restricted
Stock), or in which the exercise price, grant price or purchase price of the
Award in the nature of a right that may be exercised is equal to the Fair Market
Value of the underlying Stock minus the value of the cash compensation
surrendered (for example, Options granted with an exercise price "discounted" by
the amount of the cash compensation surrendered).

(b) TERM OF AWARDS. The term of each Award shall be for such period as
may be determined by the Committee or the Board; provided that in no event shall
the term of any Option or SAR exceed a period of ten years (or such shorter term
as may be required in respect of an ISO under Section 422 of the Code).

(c) FORM AND TIMING OF PAYMENT UNDER AWARDS; DEFERRALS. Subject to the
terms of the Plan and any applicable Award agreement, payments to be made by the
Company or a subsidiary upon the exercise of an Option or other Award or
settlement of an Award may be made in such forms as the Committee or the Board
shall determine, including, without limitation, cash, Stock, other Awards or
other property, and may be made in a single payment or transfer, in
installments, or on a deferred basis. The settlement of any Award may be
accelerated, and cash paid in lieu of Stock in connection with such settlement,
in the discretion of the Committee or the Board or upon occurrence of one or
more specified events (in addition to a Change in Control). Installment or
deferred payments may be required by the Committee or the Board (subject to
Section 10(e) of the Plan) or permitted at the election of the Participant on
terms and conditions established by the Committee or the Board. Payments may
include, without limitation, provisions for the payment or crediting of a
reasonable interest rate on installment or deferred payments or the grant or
crediting of Dividend Equivalents or other amounts in respect of installment or
deferred payments denominated in Stock.

(d) EXEMPTIONS FROM SECTION 16(b) LIABILITY. It is the intent of the
Company that this Plan comply in all respects with applicable provisions of Rule
16b-3 or Rule 16a-1(c)(3) to the extent necessary to ensure that neither the
grant of any Awards to nor other transaction by a Participant who is subject to
Section 16 of the Exchange Act is subject to liability under Section 16(b)
thereof (except for transactions acknowledged in writing to be non-exempt by
such Participant). Accordingly, if any provision of this Plan or any Award
agreement does not comply with the requirements of Rule 16b-3 or Rule
16a-1(c)(3) as then applicable to any such

<PAGE>

transaction, such provision will be construed or deemed amended to the extent
necessary to conform to the applicable requirements of Rule 16b-3 or Rule
16a-1(c)(3) so that such Participant shall avoid liability under Section 16(b).
In addition, the purchase price of any Award conferring a right to purchase
Stock shall be not less than any specified percentage of the Fair Market Value
of Stock at the date of grant of the Award then required in order to comply with
Rule 16b-3.

8. PERFORMANCE AND ANNUAL INCENTIVE AWARDS.

(a) PERFORMANCE CONDITIONS. The right of a Participant to exercise or
receive a grant or settlement of any Award, and the timing thereof, may be
subject to such performance conditions as may be specified by the Committee or
the Board. The Committee or the Board may use such business criteria and other
measures of performance as it may deem appropriate in establishing any
performance conditions, and may exercise its discretion to reduce the amounts
payable under any Award subject to performance conditions, except as limited
under Sections 8(b) and 8(c) hereof in the case of a Performance Award or Annual
Incentive Award intended to qualify under Code Section 162(m). If and to the
extent required under Code Section 162(m), any power or authority relating to a
Performance Award or Annual Incentive Award intended to qualify under Code
Section 162(m), shall be exercised by the Committee and not the Board.

(b) PERFORMANCE AWARDS GRANTED TO DESIGNATED COVERED EMPLOYEES. If and
to the extent that the Committee determines that a Performance Award to be
granted to an Eligible Person who is designated by the Committee as likely to be
a Covered Employee should qualify as "performance-based compensation" for
purposes of Code Section 162(m), the grant, exercise and/or settlement of such
Performance Award shall be contingent upon achievement of pre-established
performance goals and other terms set forth in this Section 8(b).

(i) PERFORMANCE GOALS GENERALLY. The performance goals for
such Performance Awards shall consist of one or more business criteria
and a targeted level or levels of performance with respect to each of
such criteria, as specified by the Committee consistent with this
Section 8(b). Performance goals shall be objective and shall otherwise
meet the requirements of Code Section 162(m) and regulations thereunder
including the requirement that the level or levels of performance
targeted by the Committee result in the achievement of performance
goals being "substantially uncertain." The Committee may determine that
such Performance Awards shall be granted, exercised and/or settled upon
achievement of any one performance goal or that two or more of the
performance goals must be achieved as a condition to grant, exercise
and/or settlement of such Performance Awards. Performance goals may
differ for Performance Awards granted to any one Participant or to
different Participants.

(ii) BUSINESS CRITERIA. One or more of the following business
criteria for the Company, on a consolidated basis, and/or specified
subsidiaries or business units of the Company (except with respect to
the total stockholder return and earnings per share criteria), shall be
used exclusively by the Committee in establishing performance goals for
such Performance Awards: (1) total stockholder return; (2) such total
stockholder return as compared to total return (on a

<PAGE>

comparable basis) of a publicly available index such as, but not
limited to, the Standard & Poor's 500 Stock Index or the S&P Specialty
Retailer Index; (3) net income; (4) pretax earnings; (5) earnings
before interest expense, taxes, depreciation and amortization; (6)
pretax operating earnings after interest expense and before bonuses,
service fees, and extraordinary or special items; (7) operating margin;
(8) earnings per share; (9) return on equity; (10) return on capital;
(11) return on investment; (12) operating earnings; (13) working
capital or inventory; and (14) ratio of debt to stockholders' equity.
One or more of the foregoing business criteria shall also be
exclusively used in establishing performance goals for Annual Incentive
Awards granted to a Covered Employee under Section 8(c) hereof that are
intended to qualify as "performance-based compensation under Code
Section 162(m).

(iii) PERFORMANCE PERIOD; TIMING FOR ESTABLISHING PERFORMANCE
GOALS. Achievement of performance goals in respect of such Performance
Awards shall be measured over a performance period of up to ten years,
as specified by the Committee. Performance goals shall be established
not later than 90 days after the beginning of any performance period
applicable to such Performance Awards, or at such other date as may be
required or permitted for "performance-based compensation" under Code
Section 162(m).

(iv) PERFORMANCE AWARD POOL. The Committee may establish a
Performance Award pool, which shall be an unfunded pool, for purposes
of measuring Company performance in connection with Performance Awards.
The amount of such Performance Award pool shall be based upon the
achievement of a performance goal or goals based on one or more of the
business criteria set forth in Section 8(b)(ii) hereof during the given
performance period, as specified by the Committee in accordance with
Section 8(b)(iii) hereof. The Committee may specify the amount of the
Performance Award pool as a percentage of any of such business
criteria, a percentage thereof in excess of a threshold amount, or as
another amount which need not bear a strictly mathematical relationship
to such business criteria.

(v) SETTLEMENT OF PERFORMANCE AWARDS; OTHER TERMS. Settlement
of such Performance Awards shall be in cash, Stock, other Awards or
other property, in the discretion of the Committee. The Committee may,
in its discretion, reduce the amount of a settlement otherwise to be
made in connection with such Performance Awards. The Committee shall
specify the circumstances in which such Performance Awards shall be
paid or forfeited in the event of termination of employment by the
Participant prior to the end of a performance period or settlement of
Performance Awards.

(c) ANNUAL INCENTIVE AWARDS GRANTED TO DESIGNATED COVERED EMPLOYEES. If
and to the extent that the Committee determines that an Annual Incentive Award
to be granted to an Eligible Person who is designated by the Committee as likely
to be a Covered Employee should qualify as "performance-based compensation" for
purposes of Code Section 162(m), the grant,

<PAGE>

exercise and/or settlement of such Annual Incentive Award shall be contingent
upon achievement of pre-established performance goals and other terms set forth
in this Section 8(c).

(i) ANNUAL INCENTIVE AWARD POOL. The Committee may establish
an Annual Incentive Award pool, which shall be an unfunded pool, for
purposes of measuring Company performance in connection with Annual
Incentive Awards. The amount of such Annual Incentive Award pool shall
be based upon the achievement of a performance goal or goals based on
one or more of the business criteria set forth in Section 8(b)(ii)
hereof during the given performance period, as specified by the
Committee in accordance with Section 8(b)(iii) hereof. The Committee
may specify the amount of the Annual Incentive Award pool as a
percentage of any such business criteria, a percentage thereof in
excess of a threshold amount, or as another amount which need not bear
a strictly mathematical relationship to such business criteria.

(ii) POTENTIAL ANNUAL INCENTIVE AWARDS. Not later than the end
of the 90th day of each fiscal year, or at such other date as may be
required or permitted in the case of Awards intended to be
"performance-based compensation" under Code Section 162(m), the
Committee shall determine the Eligible Persons who will potentially
receive Annual Incentive Awards, and the amounts potentially payable
thereunder, for that fiscal year, either out of an Annual Incentive
Award pool established by such date under Section 8(c)(i) hereof or as
individual Annual Incentive Awards. In the case of individual Annual
Incentive Awards intended to qualify under Code Section 162(m), the
amount potentially payable shall be based upon the achievement of a
performance goal or goals based on one or more of the business criteria
set forth in Section 8(b)(ii) hereof in the given performance year, as
specified by the Committee; in other cases, such amount shall be based
on such criteria as shall be established by the Committee. In all
cases, the maximum Annual Incentive Award of any Participant shall be
subject to the limitation set forth in Section 5 hereof.

(iii) PAYOUT OF ANNUAL INCENTIVE AWARDS. After the end of each
fiscal year, the Committee shall determine the amount, if any, of (A)
the Annual Incentive Award pool, and the maximum amount of potential
Annual Incentive Award payable to each Participant in the Annual
Incentive Award pool, or (B) the amount of potential Annual Incentive
Award otherwise payable to each Participant. The Committee may, in its
discretion, determine that the amount payable to any Participant as an
Annual Incentive Award shall be reduced from the amount of his or her
potential Annual Incentive Award, including a determination to make no
Award whatsoever. The Committee shall specify the circumstances in
which an Annual Incentive Award shall be paid or forfeited in the event
of termination of employment by the Participant prior to the end of a
fiscal year or settlement of such Annual Incentive Award.

(d) WRITTEN DETERMINATIONS. All determinations by the Committee as to
the establishment of performance goals, the amount of any Performance Award pool
or potential

<PAGE>

individual Performance Awards and as to the achievement of performance goals
relating to Performance Awards under Section 8(b), and the amount of any Annual
Incentive Award pool or potential individual Annual Incentive Awards and the
amount of final Annual Incentive Awards under Section 8(c), shall be made in
writing in the case of any Award intended to qualify under Code Section 162(m).
The Committee may not delegate any responsibility relating to such Performance
Awards or Annual Incentive Awards if and to the extent required to comply with
Code Section 162(m).

(e) STATUS OF SECTION 8(b) AND SECTION 8(c) AWARDS UNDER CODE SECTION
162(m). It is the intent of the Company that Performance Awards and Annual
Incentive Awards under Section 8(b) and 8(c) hereof granted to persons who are
designated by the Committee as likely to be Covered Employees within the meaning
of Code Section 162(m) and regulations thereunder shall, if so designated by the
Committee, constitute "qualified performance-based compensation" within the
meaning of Code Section 162(m) and regulations thereunder. Accordingly, the
terms of Sections 8(b), (c), (d) and (e), including the definitions of Covered
Employee and other terms used therein, shall be interpreted in a manner
consistent with Code Section 162(m) and regulations thereunder. The foregoing
notwithstanding, because the Committee cannot determine with certainty whether a
given Participant will be a Covered Employee with respect to a fiscal year that
has not yet been completed, the term Covered Employee as used herein shall mean
only a person designated by the Committee, at the time of grant of Performance
Awards or an Annual Incentive Award, as likely to be a Covered Employee with
respect to that fiscal year. If any provision of the Plan or any agreement
relating to such Performance Awards or Annual Incentive Awards does not comply
or is inconsistent with the requirements of Code Section 162(m) or regulations
thereunder, such provision shall be construed or deemed amended to the extent
necessary to conform to such requirements.

9. CHANGE IN CONTROL.

(a) EFFECT OF "CHANGE IN CONTROL." If and to the extent provided in the
Award, in the event of a "Change in Control," as defined in Section 9(b), the
following provisions shall apply:

(i) Any Award carrying a right to exercise that was not
previously exercisable and vested shall become fully exercisable and
vested as of the time of the Change in Control, subject only to
applicable restrictions set forth in Section 10(a) hereof;

(ii) Limited SARs (and other SARs if so provided by their
terms) shall become exercisable for amounts, in cash, determined by
reference to the Change in Control Price;

(iii) The restrictions, deferral of settlement, and forfeiture
conditions applicable to any other Award granted under the Plan shall
lapse and such Awards shall be deemed fully vested as of the time of
the Change in Control, except to the extent of any waiver by the
Participant and subject to applicable restrictions set forth in Section
10(a) hereof; and

<PAGE>

(iv) With respect to any such outstanding Award subject to
achievement of performance goals and conditions under the Plan, such
performance goals and other conditions will be deemed to be met if and
to the extent so provided by the Committee in the Award agreement
relating to such Award.

(b) DEFINITION OF "CHANGE IN CONTROL. A "Change in Control" shall be
deemed to have occurred upon:

(i) Approval by the shareholders of the Company of a
reorganization, merger, consolidation or other form of corporate
transaction or series of transactions, in each case, with respect to
which persons who were the shareholders of the Company immediately
prior to such reorganization, merger or consolidation or other
transaction do not, immediately thereafter, own more than 50% of the
combined voting power entitled to vote generally in the election of
directors of the reorganized, merged or consolidated company's then
outstanding voting securities, or a liquidation or dissolution of the
Company or the sale of all or substantially all of the assets of the
Company (unless such reorganization, merger, consolidation or other
corporate transaction, liquidation, dissolution or sale (any such event
being referred to as a "Corporate Transaction") is subsequently
abandoned); or

(ii) Individuals who, as of the date hereof, constitute the
Board (as of the date hereof the "Incumbent Board") cease for any
reason to constitute at least a majority of the Board, provided that
any person becoming a director subsequent to the date hereof whose
election, or nomination for election by the Company's shareholders, was
approved by a vote of at least a majority of the directors then
comprising the Incumbent Board (other than an election or nomination of
an individual whose initial assumption of office is in connection with
an actual or threatened election contest relating to the election of
the Directors of the Company, as such terms are used in Rule 14a-11 of
Regulation 14A promulgated under the Securities Exchange Act) shall be,
for purposes of this Agreement, considered as though such person were a
member of the Incumbent Board.

(c) DEFINITION OF "CHANGE IN CONTROL PRICE." The "Change in Control
Price" means an amount in cash equal to the higher of (i) the amount of cash and
fair market value of property that is the highest price per share paid
(including extraordinary dividends) in any Corporate Transaction triggering the
Change in Control under Section 9(b)(i) hereof or any liquidation of shares
following a sale of substantially all of the assets of the Company, or (ii) the
highest Fair Market Value per share at any time during the 60-day period
preceding and the 60- day period following the Change in Control.

10. GENERAL PROVISIONS.

(a) COMPLIANCE WITH LEGAL AND OTHER REQUIREMENTS. The Company may, to
the extent deemed necessary or advisable by the Committee or the Board, postpone
the issuance or delivery of Stock or payment of other benefits under any Award
until completion of such

<PAGE>

registration or qualification of such Stock or other required action under any
federal or state law, rule or regulation, listing or other required action with
respect to any stock exchange or automated quotation system upon which the Stock
or other Company securities are listed or quoted, or compliance with any other
obligation of the Company, as the Committee or the Board, may consider
appropriate, and may require any Participant to make such representations,
furnish such information and comply with or be subject to such other conditions
as it may consider appropriate in connection with the issuance or delivery of
Stock or payment of other benefits in compliance with applicable laws, rules,
and regulations, listing requirements, or other obligations. The foregoing
notwithstanding, in connection with a Change in Control, the Company shall take
or cause to be taken no action, and shall undertake or permit to arise no legal
or contractual obligation, that results or would result in any postponement of
the issuance or delivery of Stock or payment of benefits under any Award or the
imposition of any other conditions on such issuance, delivery or payment, to the
extent that such postponement or other condition would represent a greater
burden on a Participant than existed on the 90th day preceding the Change in
Control.

(b) LIMITS ON TRANSFERABILITY; BENEFICIARIES. No Award or other right
or interest of a Participant under the Plan, including any Award or right which
constitutes a derivative security as generally defined in Rule 16a-1(c) under
the Exchange Act, shall be pledged, hypothecated or otherwise encumbered or
subject to any lien, obligation or liability of such Participant to any party
(other than the Company or a Subsidiary), or assigned or transferred by such
Participant otherwise than by will or the laws of descent and distribution or to
a Beneficiary upon the death of a Participant, and such Awards or rights that
may be exercisable shall be exercised during the lifetime of the Participant
only by the Participant or his or her guardian or legal representative, except
that Awards and other rights (other than ISOs and SARs in tandem therewith) may
be transferred to one or more Beneficiaries or other transferees during the
lifetime of the Participant, and may be exercised by such transferees in
accordance with the terms of such Award, but only if and to the extent such
transfers and exercises are permitted by the Committee or the Board pursuant to
the express terms of an Award agreement (subject to any terms and conditions
which the Committee or the Board may impose thereon, and further subject to any
prohibitions or restrictions on such transfers pursuant to Rule 16b-3). A
Beneficiary, transferee, or other person claiming any rights under the Plan from
or through any Participant shall be subject to all terms and conditions of the
Plan and any Award agreement applicable to such Participant, except as otherwise
determined by the Committee or the Board, and to any additional terms and
conditions deemed necessary or appropriate by the Committee or the Board.

(c) ADJUSTMENTS. In the event that any dividend or other distribution
(whether in the form of cash, Stock, or other property), recapitalization,
forward or reverse split, reorganization, merger, consolidation, spin-off,
combination, repurchase, share exchange, liquidation, dissolution or other
similar corporate transaction or event affects the Stock such that a
substitution or adjustment is determined by the Committee or the Board to be
appropriate in order to prevent dilution or enlargement of the rights of
Participants under the Plan, then the Committee or the Board shall, in such
manner as it may deem equitable, substitute or adjust any or all of (i) the
number and kind of shares of Stock which may be delivered in connection with
Awards granted thereafter, (ii) the number and kind of shares of Stock by which
annual perperson Award limitations are measured under Section 5 hereof, (iii)
the number and kind of shares

<PAGE>

of Stock subject to or deliverable in respect of outstanding Awards and (iv) the
exercise price, grant price or purchase price relating to any Award and/or make
provision for payment of cash or other property in respect of any outstanding
Award. In addition, the Committee (and the Board if and only to the extent such
authority is not required to be exercised by the Committee to comply with Code
Section 162(m)) is authorized to make adjustments in the terms and conditions
of, and the criteria included in, Awards (including Performance Awards and
performance goals, and Annual Incentive Awards and any Annual Incentive Award
pool or performance goals relating thereto) in recognition of unusual or
non-recurring events (including, without limitation, events described in the
preceding sentence, as well as acquisitions and dispositions of businesses and
assets) affecting the Company, any Subsidiary or any business unit, or the
financial statements of the Company or any Subsidiary, or in response to changes
in applicable laws, regulations, accounting principles, tax rates and
regulations or business conditions or in view of the Committee's assessment of
the business strategy of the Company, any Subsidiary or business unit thereof,
performance of comparable organizations, economic and business conditions,
personal performance of a Participant, and any other circumstances deemed
relevant; provided that no such adjustment shall be authorized or made if and to
the extent that such authority or the making of such adjustment would cause
Options, SARs, Performance Awards granted under Section 8(b) hereof or Annual
Incentive Awards granted under Section 8(c) hereof to Participants designated by
the Committee as Covered Employees and intended to qualify as "performance-based
compensation" under Code Section 162(m) and the regulations thereunder to
otherwise fail to qualify as "performance-based compensation" under Code Section
162(m) and regulations thereunder.

(d) TAXES. The Company and any Subsidiary is authorized to withhold
from any Award granted, any payment relating to an Award under the Plan,
including from a distribution of Stock, or any payroll or other payment to a
Participant, amounts of withholding and other taxes due or potentially payable
in connection with any transaction involving an Award, and to take such other
action as the Committee or the Board may deem advisable to enable the Company
and Participants to satisfy obligations for the payment of withholding taxes and
other tax obligations relating to any Award. This authority shall include
authority to withhold or receive Stock or other property and to make cash
payments in respect thereof in satisfaction of a Participant's tax obligations,
either on a mandatory or elective basis in the discretion of the Committee.

(e) CHANGES TO THE PLAN AND AWARDS. The Board may amend, alter,
suspend, discontinue or terminate the Plan, or the Committee's authority to
grant Awards under the Plan, without the consent of stockholders or
Participants, except that any amendment or alteration to the Plan shall be
subject to the approval of the Company's stockholders not later than the annual
meeting next following such Board action if such stockholder approval is
required by any federal or state law or regulation (including, without
limitation, Rule 16b-3 or Code Section 162(m)) or the rules of any stock
exchange or automated quotation system on which the Stock may then be listed or
quoted, and the Board may otherwise, in its discretion, determine to submit
other such changes to the Plan to stockholders for approval; provided that,
without the consent of an affected Participant, no such Board action may
materially and adversely affect the rights of such Participant under any
previously granted and outstanding Award. The Committee or the Board may waive
any conditions or rights under, or amend, alter, suspend, discontinue or
terminate any

<PAGE>

Award theretofore granted and any Award agreement relating thereto, except as
otherwise provided in the Plan; provided that, without the consent of an
affected Participant, no such Committee or the Board action may materially and
adversely affect the rights of such Participant under such Award.
Notwithstanding anything in the Plan to the contrary, if any right under this
Plan would cause a transaction to be ineligible for pooling of interest
accounting that would, but for the right hereunder, be eligible for such
accounting treatment, the Committee or the Board may modify or adjust the right
so that pooling of interest accounting shall be available, including the
substitution of Stock having a Fair Market Value equal to the cash otherwise
payable hereunder for the right which caused the transaction to be ineligible
for pooling of interest accounting.

(f) LIMITATION ON RIGHTS CONFERRED UNDER PLAN. Neither the Plan nor any
action taken hereunder shall be construed as (i) giving any Eligible Person or
Participant the right to continue as an Eligible Person or Participant or in the
employ of the Company or a Subsidiary; (ii) interfering in any way with the
right of the Company or a Subsidiary to terminate any Eligible Person's or
Participant's employment at any time, (iii) giving an Eligible Person or
Participant any claim to be granted any Award under the Plan or to be treated
uniformly with other Participants and employees, or (iv) conferring on a
Participant any of the rights of a stockholder of the Company unless and until
the Participant is duly issued or transferred shares of Stock in accordance with
the terms of an Award.

(g) UNFUNDED STATUS OF AWARDS; CREATION OF TRUSTS. The Plan is intended
to constitute an "unfunded" plan for incentive and deferred compensation. With
respect to any payments not yet made to a Participant or obligation to deliver
Stock pursuant to an Award, nothing contained in the Plan or any Award shall
give any such Participant any rights that are greater than those of a general
creditor of the Company; provided that the Committee may authorize the creation
of trusts and deposit therein cash, Stock, other Awards or other property, or
make other arrangements to meet the Company's obligations under the Plan. Such
trusts or other arrangements shall be consistent with the "unfunded" status of
the Plan unless the Committee otherwise determines with the consent of each
affected Participant. The trustee of such trusts may be authorized to dispose of
trust assets and reinvest the proceeds in alternative investments, subject to
such terms and conditions as the Committee or the Board may specify and in
accordance with applicable law.

(h) NON-EXCLUSIVITY OF THE PLAN. Neither the adoption of the Plan by
the Board nor its submission to the stockholders of the Company for approval
shall be construed as creating any limitations on the power of the Board or a
committee thereof to adopt such other incentive arrangements as it may deem
desirable including incentive arrangements and awards which do not qualify under
Code Section 162(m).

(i) PAYMENTS IN THE EVENT OF FORFEITURES; FRACTIONAL SHARES. Unless
otherwise determined by the Committee or the Board, in the event of a forfeiture
of an Award with respect to which a Participant paid cash or other
consideration, the Participant shall be repaid the amount of such cash or other
consideration. No fractional shares of Stock shall be issued or delivered
pursuant to the Plan or any Award. The Committee or the Board shall determine
whether cash, other Awards or other property shall be issued or paid in lieu of
such fractional

<PAGE>

shares or whether such fractional shares or any rights thereto shall be
forfeited or otherwise eliminated.

(j) GOVERNING LAW. The validity, construction and effect of the Plan,
any rules and regulations under the Plan, and any Award agreement shall be
determined in accordance with the laws of the State of Florida without giving
effect to principles of conflicts of laws, and applicable federal law.

(k) PLAN EFFECTIVE DATE AND STOCKHOLDER APPROVAL; TERMINATION OF PLAN.
The Plan shall become effective on the Effective Date, subject to subsequent
approval within 12 months of its adoption by the Board by stockholders of the
Company eligible to vote in the election of directors, by a vote sufficient to
meet the requirements of Code Sections 162(m) and 422, Rule 16b-3 under the
Exchange Act, applicable NASDAQ requirements, and other laws, regulations, and
obligations of the Company applicable to the Plan. Awards may be granted subject
to stockholder approval, but may not be exercised or otherwise settled in the
event stockholder approval is not obtained. The Plan shall terminate at such
time as no shares of Common Stock remain available for issuance under the Plan
and the Company has no further rights or obligations with respect to outstanding
Awards under the Plan.

---------------------------------------------

DENTAL CARE ALLIANCE, INC.
1997 NON-QUALIFIED STOCK OPTION PLAN

----------------------------------------------

1. PURPOSE. The purpose of this Plan is to advance the interests of
DENTAL CARE ALLIANCE, INC., a Delaware corporation (the "Company"), and its
Subsidiaries by providing an additional incentive for the professional
corporations or associations ("PAs") with which the Company has entered into
management agreements to attract and retain qualified Eligible Persons (as
defined below) who provide services to the PAs, and upon whose efforts and
judgment the success of the Company and its Subsidiaries is largely dependent,
through the encouragement of stock ownership in the Company by such Eligible
Persons.

2. DEFINITIONS. As used herein, the following terms shall have the
meaning indicated:

(a) "Board" shall mean the Board of Directors of the Company.

(b) "Committee" shall mean the committee appointed by the Board
pursuant to Section 13(a) hereof.

(d) "Director" shall mean a member of the Board.

(e) "Eligible Persons" shall mean (i) dentists who practice at the PAs
with which the Company has entered into management agreements, (ii) owners of
PAs and (iii) dental health care specialists employed by one or more of the PAs.

(f) "Fair Market Value" of a Share on any date of reference shall mean
the "Closing Price" (as defined below) of the Common Stock on the business day
immediately preceding such date, unless the Committee in its sole discretion
shall determine otherwise in a fair and uniform manner. For the purpose of
determining Fair Market Value, the "Closing Price" of the Common Stock on any
business day shall be (i) if the Common Stock is listed or admitted for trading
on any United States national securities exchange, or if actual transactions are
otherwise reported on a consolidated transaction reporting system, the last
reported sale price of Common Stock on such exchange or reporting system, as
reported in any newspaper of general circulation, (ii) if the Common Stock is
quoted on the National Association of Securities Dealers Automated Quotations
System ("NASDAQ"), or any similar system of automated dissemination of
quotations of securities prices in common use, the last reported sale price of
Common Stock on such system

<PAGE>

or, if sales prices are not reported, the mean between the closing high bid and
low asked quotations for such day of Common Stock on such system, as reported in
any newspaper of general circulation or (iii) if neither clause (i) or (ii) is
applicable, the mean between the high bid and low asked quotations for the
Common Stock as reported by the National Quotation Bureau, Incorporated if at
least two securities dealers have inserted both bid and asked quotations for
Common Stock on at least five of the ten preceding days. If neither (i), (ii),
or (iii) above is applicable, then Fair Market Value shall be determined in good
faith by the Committee or the Board in a fair and uniform manner.

(g) "Internal Revenue Code" shall mean the Internal Revenue Code of
1986, as amended from time to time.

(h) "Non-Qualified Stock Option" shall mean an Option which is not an
incentive stock option as defined in Section 422 of the Internal Revenue Code.

(i) "Officer" shall mean the Company's Chairman of the Board,
President, Chief Executive Officer, principal financial officer, principal
accounting officer, any vice-president of the Company in charge of a principal
business unit, division or function (such as sales, administration or finance),
any other officer who performs a policy-making function, or any other person who
performs similar policy-making functions for the Company. Officers of
Subsidiaries shall be deemed Officers of the Company if they perform such
policy-making functions for the Company. As used in this paragraph, the phrase
"policy-making function" does not include policy-making functions that are not
significant. If pursuant to Item 401(b) of Regulation S-K (17 C.F.R. ss.
229.401(b)) the Company identifies a person as an "executive officer," the
person so identified shall be deemed an "Officer" even though such person may
not otherwise be an "Officer" pursuant to the foregoing provisions of this
paragraph.

(j) "Option" (when capitalized) shall mean any option granted under
this Plan.

(k) "Optionee" shall mean a person to whom a stock option is granted
under this Plan or any person who succeeds to the rights of such person under
this Plan by reason of the death of such person.

(l) "Plan" shall mean this 1997 Stock Option Plan for the Company.

(m) "Securities Exchange Act" shall mean the Securities Exchange Act of
1934, as amended from time to time.

(n) "Share" shall mean a share of Common Stock.

(o) "Subsidiary" shall mean any corporation (other than the Company) in
any unbroken chain of corporations beginning with the Company if, at the time of
the granting of the Option, each of the corporations other than the last
corporation in the unbroken chain owns stock possessing 50 percent or more of
the total combined voting power of all classes of stock in one of the other
corporations in such chain.

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<PAGE>

3. SHARES AVAILABLE FOR OPTION GRANTS. The Committee or the Board may
grant to Optionees from time to time Options to purchase an aggregate of up to
425,000 Shares from the Company's authorized and unissued Shares. If any Option
granted under the Plan shall terminate, expire, or be cancelled or surrendered
as to any Shares, new Options may thereafter be granted covering such Shares.

4. NON-QUALIFIED OPTIONS. All Options granted hereunder shall be
Non-Qualified Stock Options.

5. CONDITIONS FOR GRANT OF OPTIONS.

(a) Each Option shall be evidenced by an option agreement that may
contain any term deemed necessary or desirable by the Committee or the Board,
provided such terms are not inconsistent with this Plan or any applicable law.
Optionees shall be Eligible Persons. Any person who files with the Committee or
the Board, in a form satisfactory to the Committee or the Board, a written
waiver of eligibility to receive any Option under this Plan shall not be
eligible to receive any Option under this Plan for the duration of such waiver.

(b) In granting Options, the Committee or the Board shall take into
consideration the contribution the person has made to the success of the Company
or its Subsidiaries and such other factors as the Committee or the Board shall
determine. The Committee or the Board shall also have the authority to consult
with and receive recommendations from officers and other personnel of the
Company and its Subsidiaries and the PAs with regard to these matters. The
Committee or the Board may from time to time in granting Options under the Plan
prescribe such other terms and conditions concerning such Options as it deems
appropriate, including, without limitation, (i) prescribing the date or dates on
which the Option becomes exercisable, (ii) providing that the Option rights
accrue or become exercisable in installments over a period of years, or upon the
attainment of stated goals or both, or (iii) relating an Option to the continued
employment of the Optionee for a specified period of time, provided that such
terms and conditions are not more favorable to an Optionee than those expressly
permitted herein.

(c) Neither the Plan nor any Option granted under the Plan shall confer
upon any person any right to employment or continuance of employment by the PAs

(d) Notwithstanding any other provision of this Plan, and in addition
to any other requirements of this Plan, the aggregate number of Options granted
to any one Optionee may not exceed 150,000 shares, subject to adjustment as
provided in Section 10 hereof.

6. OPTION PRICE. The option price per Share of any Option shall be any
price determined by the Committee or the Board but shall not be less than the
par value per Share.

7. EXERCISE OF OPTIONS. An Option shall be deemed exercised when (i)
the Company has received written notice of such exercise in accordance with the
terms of the Option, and (ii) full payment of the aggregate option price of the
Shares as to which the Option is exercised has

- 3 -

<PAGE>

been made. Unless further limited by the Committee or the Board in any Option,
and subject to such guidelines as the Committee or the Board may establish, the
option price of any Shares purchased shall be paid (1) in cash, (2) by certified
or official bank check, (3) by money order, (4) with Shares, (5) by the
withholding of Shares issuable upon exercise of the Option or by any other form
of cashless exercise procedure approved by the Committee or the Board , or (6)
in such other consideration as the Committee or the Board deems appropriate, or
by a combination of the above. The Committee or the Board in its sole discretion
may accept a personal check in full or partial payment of any Shares. If the
exercise price is paid in whole or in part with Shares, or through the
withholding of Shares issuable upon exercise of the Option, the value of the
Shares surrendered or withheld shall be their Fair Market Value on the date the
Option is exercised. The Company in its sole discretion may, on an individual
basis or pursuant to a general program established in connection with this Plan,
lend money to an Optionee, guarantee a loan to an Optionee, or otherwise assist
an Optionee to obtain the cash necessary to exercise all or a portion of an
Option granted hereunder or to pay any tax liability of the Optionee
attributable to such exercise. If the exercise price is paid in whole or part
with Optionee's promissory note, such note shall (i) provide for full recourse
to the maker, (ii) be collateralized by the pledge of the Shares that the
Optionee purchases upon exercise of such Option, (iii) bear interest at the
prime rate of the Company's principal lender, and (iv) contain such other terms
as the Board in its sole discretion shall reasonably require. No Optionee shall
be deemed to be a holder of any Shares subject to an Option unless and until a
stock certificate or certificates for such Shares are issued to such person(s)
under the terms of this Plan. No adjustment shall be made for dividends
(ordinary or extraordinary, whether in cash, securities or other property) or
distributions or other rights for which the record date is prior to the date
such stock certificate is issued, except as expressly provided in Section 10
hereof.

8. EXERCISABILITY OF OPTIONS. Any Option shall become exercisable in
such amounts, at such intervals and upon such terms as the Committee or the
Board shall provide in such Option, except as otherwise provided in this
Section 8.

(a) The expiration date of an Option shall be determined by the Board
or the Committee at the time of grant, but in no event shall an Option be
exercisable after the expiration of 10 years from the date on which the Option
is granted.

(b) Unless otherwise provided in any Option, each outstanding Option
shall become immediately fully exercisable in the event of a "Change in Control"
or in the event that the Committee or the Board exercises its discretion to
provide a cancellation notice with respect to the Option pursuant to Section
9(b) hereof. For this purpose, the term "Change in Control" shall mean:

- 4 -

<PAGE>

election of directors of the reorganized, merged or consolidated company's then
outstanding voting securities, or a liquidation or dissolution of the Company or
the sale of all or substantially all of the assets of the Company (unless such
reorganization, merger, consolidation or other corporate transaction,
liquidation, dissolution or sale is subsequently abandoned); or

(ii) Individuals who, as of the date hereof, constitute the Board
(as of the date hereof the "Incumbent Board") cease for any reason to constitute
at least a majority of the Board, provided that any person becoming a director
subsequent to the date hereof whose election, or nomination for election by the
Company's shareholders, was approved by a vote of at
least a majority of the directors then comprising the Incumbent Board (other
than an election or nomination of an individual whose initial assumption of
office is in connection with an actual or threatened election contest relating
to the election of the Directors of the Company, as such terms are used in Rule
14a-11 of Regulation 14A of Regulation 14A promulgated under the Securities
Exchange Act) shall be, for purposes of this Agreement, considered as though
such person were a member of the Incumbent Board.

(c) The Committee or the Board may in its sole discretion accelerate
the date on which any Option may be exercised and may accelerate the vesting of
any Shares subject to any Option or previously acquired by the exercise of any
Option.

9. TERMINATION OF OPTION PERIOD. The unexercised portion of any Option
shall automatically and without notice terminate and become null and void at the
time of the earliest to occur of the following:

(i) Unless the Committee or the Board shall otherwise determine
in writing in its sole discretion, the date on which the Optionee ceases to be
an Eligible Person for any reason other than by reason of (A) termination of
employment by any of the PAs for Cause, which, solely for purposes of this Plan,
shall mean the termination of the Optionee's employment by reason of the
Optionee's willful misconduct or gross negligence, (B) a mental or physical
disability (within the meaning of Internal Revenue Code Section 22(e)) as
determined by a medical doctor satisfactory to the Committee, or (C) death;

(ii) immediately upon the termination of the Optionee's employment
with a PA for Cause;

(iii) twelve months after the date on which the Optionee ceases
to be an Eligible Person terminated by reason of a mental or physical disability
(within the meaning of Internal Revenue Code Section 22(e)) as determined by a
medical doctor satisfactory to the Committee or the Board;

(iv) (A) twelve months after the date that the Optionee ceases to
be an Eligible Person by reason of death of the Optionee, or if later (B) three
months after the date on which the Optionee shall die if such death shall occur
during the one year period specified in Sub section 9(a)(iii) hereof.

- 5 -

<PAGE>

All references herein to the termination of the Optionee's employment shall
refer to the termination of the Optionee's service with the PA.

(a) The Committee or the Board in its sole discretion may by giving
written notice ("cancellation notice") cancel, effective upon the date of the
consummation of any corporate transaction described in Subsections 8(b)(i)
hereof or of any reorganization, merger, consolidation or other form of
corporate transaction in which the Company does not survive, any Option that
remains unexercised on such date. Such cancellation notice shall be given a
reasonable period of time prior to the proposed date of such cancellation and
may be given either before or after approval of such corporate transaction.

10. ADJUSTMENT OF SHARES.

(a) If at any time while the Plan is in effect or unexercised Options
are outstanding, there shall be any increase or decrease in the number of issued
and outstanding Shares through the declaration of a stock dividend or through
any recapitalization resulting in a stock split-up, combination or exchange of
Shares, then and in such event:

(i) appropriate adjustment shall be made in the maximum number of
Shares available for grant under the Plan, or available for grant to any person
under the Plan, so that the same percentage of the Company's issued and
outstanding Shares shall continue to be subject to being so optioned; and

(ii) appropriate adjustment shall be made in the number of Shares
and the exercise price per Share thereof then subject to any outstanding Option,
so that the same percentage of the Company's issued and outstanding Shares shall
remain subject to purchase at the same aggregate exercise price.

(b) Unless otherwise provided in any Option, the Committee or the Board
may change the terms of Options outstanding under this Plan, with respect to the
option price or the number of Shares subject to the Options, or both, when, in
the Committee's or Board's sole discretion, such adjustments become appropriate
so as to preserve but not increase benefits under the Plan.

(c) Except as otherwise expressly provided herein, the issuance by the
Company of shares of its capital stock of any class, or securities convertible
into shares of capital stock of any class, either in connection with a direct
sale or upon the exercise of rights or warrants to subscribe therefor, or upon
conversion of shares or obligations of the Company convertible into such shares
or other securities, shall not affect, and no adjustment by reason thereof shall
be made to, the number of or exercise price for Shares then subject to
outstanding Options granted under the Plan.

(d) Without limiting the generality of the foregoing, the existence of
outstanding Options granted under the Plan shall not affect in any manner the
right or power of the Company to make, authorize or consummate (i) any or all
adjustments, recapitalizations,

- 6 -

<PAGE>

reorganizations or other changes in the Company's capital structure or its
business; (ii) any merger or consolidation of the Company; (iii) any issue by
the Company of debt securities, or preferred or preference stock that would rank
above the Shares subject to outstanding Options; (iv) the dissolution or
liquidation of the Company; (v) any sale, transfer or assignment of all or any
part of the assets or business of the Company; or (vi) any other corporate act
or proceeding, whether of a similar character or otherwise.

11. TRANSFERABILITY OF OPTIONS AND SHARES.

(a) Unless the prior written consent of the Committee or the Board is
obtained and the transaction does not violate the requirements of Rule 16b-3
promulgated under the Securities Exchange Act no Stock Option shall be subject
to alienation, assignment, pledge, charge or other transfer other than by the
Optionee by will or the laws of descent and distribution, and any attempt to
make any such prohibited transfer shall be void. Each Option shall be
exercisable during the Optionee's lifetime only by the Optionee, or in the case
of an Option that has been assigned or transferred with the prior written
consent of the Committee or the Board, only by the permitted assignee.

(b) Unless the prior written consent of the Committee or the Board is
obtained and the transaction does not violate the requirements of Rule 16b-3
promulgated under the Securities Exchange Act, no Shares acquired by an Officer
or Director pursuant to the exercise of an Option may be sold, assigned, pledged
or otherwise transferred prior to the expiration of the six-month period
following the date on which the Option was granted.

12. ISSUANCE OF SHARES.

(a) Notwithstanding any other provision of this Plan, the Company shall
not be obligated to issue any Shares unless it is advised by counsel of its
selection that it may do so without violation of the applicable Federal and
State laws pertaining to the issuance of securities, and may require any stock
so issued to bear a legend, may give its transfer agent instructions, and may
take such other steps, as in its judgment are reasonably required to prevent any
such violation.

(b) As a condition to any sale or issuance of Shares upon exercise of
any Option, the Committee or the Board may require such agreements or
undertakings as the Committee or the Board may deem necessary or advisable to
facilitate compliance with any applicable law or regulation including, but not
limited to, the following:

(i) a representation and warranty by the Optionee to the Company,
at the time any Option is exercised, that he is acquiring the Shares to be
issued to him for investment and not with a view to, or for sale in connection
with, the distribution of any such Shares; and

(ii) a representation, warranty and/or agreement to be bound by
any legends endorsed upon the certificate(s) for such Shares that are, in the
opinion of the Committee or the Board, necessary or appropriate to facilitate
compliance with the provisions of any

- 7 -

<PAGE>

securities laws deemed by the Committee or the Board to be applicable to the
issuance and transfer of such Shares.

13. ADMINISTRATION OF THE PLAN.

(a) The Plan shall be administered by the Board, or by a committee
appointed by the Board (the "Committee") which shall be composed of two or more
Directors. Initially, the Plan shall be administered by the Board, unless and
until otherwise determined by the Board. The membership of the Committee shall
be constituted so as to comply at all times with the applicable requirements of
Rule 16b-3 promulgated under the Securities Exchange Act, if applicable. The
Committee shall serve at the pleasure of the Board and shall have the powers
designated herein and such other powers as the Board may from time to time
confer upon it.

(b) The Committee or the Board, from time to time, may adopt rules and
regulations for carrying out the purposes of the Plan. The determinations by the
Committee or the Board, and the interpretation and construction of any provision
of the Plan or any Option by the Committee or the Board, shall be final and
conclusive.

(c) Any and all decisions or determinations of the Committee shall be
made either (i) by a majority vote of the members of the Committee at a meeting
or (ii) without a meeting by the unanimous written approval of the members of
the Committee.

14. WITHHOLDING OR DEDUCTION FOR TAXES. If at any time specified herein
for the making of any issuance or delivery of any Option or Common Stock to any
Optionee or beneficiary, any law or regulation of any governmental authority
having jurisdiction in the premises shall require the Company or the PA to
withhold, or to make any deduction for, any taxes or take any other action in
connection with the issuance or delivery then to be made, such issuance or
delivery shall be deferred until such withholding or deduction shall have been
provided for by the Optionee or beneficiary, or other appropriate action shall
have been taken.

15. INTERPRETATION.

(a) As it is the intent of the Company that the Plan comply in all
respects with Rule 16b-3 promulgated under the Securities Exchange Act ("Rule
16b-3"), if applicable, any ambiguities or inconsistencies in construction of
the Plan shall be interpreted to give effect to such intention, and if any
provision of the Plan is found not to be in compliance with Rule 16b-3, such
provision shall be deemed null and void to the extent required to permit the
Plan to comply with Rule 16b-3. The Committee or the Board may from time to time
adopt rules and regulations under, and amend, the Plan in furtherance of the
intent of the foregoing.

(b) This Plan shall be governed by the laws of the State of Delaware.

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<PAGE>

(d) Any reference to the masculine, feminine, or neuter gender shall be
a reference to such other gender as is appropriate.

16. AMENDMENT AND DISCONTINUATION OF THE PLAN. The Committee or the
Board may from time to time amend, suspend or terminate the Plan or any Option;
provided, however, that, any amendment to the Plan shall be subject to the
approval of the Company's shareholders if such shareholder approval is required
by any federal or state law or regulation (including, without limitation, Rule
16b-3 or the rules of any stock exchange or automated quotation system on which
the Common Stock may then be listed or granted. Except to the extent provided in
Sections 9 and 10 hereof, no amendment, suspension or termination of the Plan or
any Option issued hereunder shall substantially impair the rights or benefits of
any Optionee pursuant to any Option previously granted without the consent of
the Optionee.

17. EFFECTIVE DATE AND TERMINATION DATE. The effective date of the Plan
is the business day immediately preceding the Company's initial public offering,
the date on which the Board adopts this Plan, and the Plan shall terminate ten
years thereafter.

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EXHIBIT 23.1

CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

We hereby consent to the use in the Prospectus constituting part of
this Registration Statement on Form S-1 of our report dated August 26, 1997,
except for the stock split described in Note 2 and Note 14 as to which the date
is October 24, 1997 relating to the financial statements of Dental Care
Alliance, Inc., which appears in such Prospectus. We also consent to the
references to us under the headings "Experts" and "Selected Financial Data" in
such Prospectus. However, it should be noted that Price Waterhouse LLP has not
prepared or certified such "Selected Financial Data."

/s/ PRICE WATERHOUSE LLP
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Price Waterhouse LLP
Tampa, Florida
October 24, 1997