Richard Cander Kaay & Associates, Inc.

160 Newport Center Drive, Suite 200 Newport Beach, CA 92660 949-717-4880

July 15, 2011

Dear Dr. Henry:

We have been asked to contact you on behalf of Great Expressions Dental Centers (Great Expressions www.greatexpressions.com). a leading U.S. dental practice management company, which is actively seeking to expand its market position through the acquisition of dental practices in specific strategic cities in Michigan, Florida, Georgia, Massachusetts and Connecticut. Our client believes that your dental practice may be an excellent fit with their current growth strategy and has asked that we share some of the potential benefits they can offer in affiliating under Great Expressions.

"One of the largest privately-owned dental practice management companies in the United States, Great Expressions provides a full range of general and specialty services, including endodontic, orthodontics, oral surgery, pedodontics and periodontics. The company, which was founded over 35 years ago, has 181 affiliated practices in Michigan, Georgia, Florida, Massachusetts, Ohio, Virginia and Connecticut. As part of the Great Expressions family of companies, your dental practice would have access to a large support network. You would continue to experience clinical freedom and be able to participate in and contribute to clinical best practices, while getting the critical business support you need.

I can assure you that this is a serious inquiry and ask that you consider Great Expressions' high level of interest as you review some of the potential benefits they can offer your dental practice:

* A competitive market-price transaction with significant cash payment up front.

* Freedom from risk associated with conventional dental practices: Great Expressions' Practice Support Center would handle the business side of the practice, freeing up doctors to commit their full attention to treating patients.

* Dedicated and readily available financial resources to support growth initiatives: Great Expressions is financially supported by Audax Group (www.audaxgroup.com), the Company's controlling shareholder with over $4.5 billion in capital. Audax also has established banking relationships that have committed capital to fund Great Expressions' growth and acquisitions initiatives. Further, the firm's professionals are experienced in consummating acquisitions and working appropriately with management post-close in support of management's growth plans.

*Professional Process: Great Expressions has a demonstrated record of closing transactions. Their operational knowledge enable them to complete due diligence expeditiously, efficiently and with minimal disruption to the acquired dental practice. Under the right circumstances, Great Expressions can complete a transaction in 30-45- days, from start to finish. In the event of an acquisition, you could expect complete confidentially right up until the deal closes. Great Expressions' goal would be to make the entire process move smoothly and with minimal stress.

*Smooth Transition: Great Expressions would strive to create a seamless transition for your staff and patients. Their approach is to look for the very best dentists with a strong reputation in their community and build upon that reputation. As such, you could expect Great Expressions to retain existing staff and recognize their seniority.

Great Expressions believes that there may be a good fit between your dental practice and itself and looks forward to discussing ways in which an affiliation could be mutually beneficial. For additional background information or to schedule a time to speak with our client, please contact me at (949) 7174880 Ext 424 or christine@vanderkaay.com. Great Expressions would be happy to provide a list of dental practices that they have acquired as references to assist you in your evaluation of this opportunity. Rest assured, we understand the sensitive nature of this inquiry and will exercise complete confidentiality in all discussions. Respectfully,

Christine Lewis cc: Kurt Harvey, Great Expressions Dental Centers cc: Jeff Wakefield, Richard Vander Kaay & Associates, Inc.

Start the Conversation Today!

CENTERS

Great Expressions'M
DENTAL

For more than 35 years, Great Expressions Dental Centers has been giving patients Michigan, a better smile each and every day. With dental practices in

In 2008 and cementing

2010, Great

Expressions

made

three

large acquisitions

a national

presence with the Dental Health Group, Nanston in Florida and Georgia. Equally important,

Florida, Georgia, Connecticut,

Massachusetts,

Ohio, and Virginia,

Dental and Smilecare affiliations we also continue to expandour

Great Expressions Dental Centers is one of the largest privately-owned dental practice management companies in the United States and was list each ofthe

to acquire a number of offices run by one or two dentists markets and add greater access for

presence in established

ranked in "Inc Magazine's" sOOO-Fastest Growing Companies last two years. employees

our patient base. Great Expressions Dental Centers attracts strong acquisition candidates

Don't let our size mislead you, Great Expressions and its to maintain the dedication and core values found in a of an and carefully selects practices with similar management philosophies. time-demanding Once a practise administrative is affiliated with styles and clinical

continue

neighborhood established

dental practice, but with the resources and strength

national organization.

Great Expressions, the

tasks necessary in running a dental center

Great Expressions started as a single dental practice in Dearborn, Michigan in 1975. During its early expansion phase, from 1999 to 2007, Great Expressions completed several significant acquisitions that expanded our

are relieved and shifted to the Practice Support Center. This type of support quality allows our dental center staff to focus on providing those ever-important provides support patient relationships.

geographic

reach and presence in key markets.

care and developing Center

The Practice Support management, recruiting, including

in all areas of business

insurance, accounts receivable, accounts payable, support and much more.

marketing,

benefits, payroll, technical

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~ Dr. Ramsey Salem - Jacksonville, FL

~ Dr. John Dos Passos - Tampa, FL

~ Dr. Ingrid Lee-Loy - Zephyrhills, FL

1975
1 998

Starting from a single dental practice in Dearborn, Michigan, developed into a multi-practice organization in seven states.

2005 2006 2007

Entered new markets in three states with the acquisition five dental offices in Massachusetts centers in the Ft. Myers, FL area. and Connecticut

of

and four

American

Dental Group began its current expansion by the purchase of two large dental

phase Expanded presence in Atlanta, GA market through acquisition of eight dental centers. the

with the acquisition quickly followed

of 5 dental practices in Atlanta, GA,

practices in Detroit, Michigan.

1999

Expanded presence in Florida's Gulf Coast through

acquisition

With expansion and developed common

into new markets, American

Dental Group

of six dental centers in the Tampa/St. Petersburg area.

realized the importance

of a strong, national brand name

into "Great Expressions Dental Centers" with campaigns and similar

2008

In partnership

with the Audax Group, Great Expressions Dental as Dental Health and Florida

signage, standard marketing

Centers acquired Consoli Dent, operating Group, with 41 dental centers in Michigan (primarily in the Tampa and Miami/Fort

dental office concepts.

Lauderdale areas).

2001

Great Expressions Dental Centers acquired five orthodontic centers in the Metropolitan Detroit area, becoming the

201 0

Expanded presence and specialty services in Altanta, GA market through the acquisition of 13 dental centers, operating as Nanston Dental Group and in Jacksonville, FL market though the acquisition of 14 dental centers, operating as

'Largest Provider of Orthodontic dedicated orthodontic practices.

Care in Michigan' with 14

2004

Growth in existing markets continued through single practice acquisitions de novo centers.

for several years and construction of

Smilecare Dental Associates. Also acquired several individual dental practices to help build regional density in established key markets.

Start to finish - we make the sales process simple and maintain confidentiality right up until the deal closes.

strict

We have completed deals can get bogged

many acquisitions

over the years and know where We have mastered win-win transactions.

You never have to worry from us or us raising manages the

down or overly complicated. things along and creating

about your staff learning about a possible transition red flags with your team.

the process of moving

Our VP of Business Development

We can move as quickly as you are prepared to move. minimizes unnecessary paperwork

And, our process We know first

entire process and keeps you informed

of progress at each step. Our goal and at your pace with

and back and forth.

is to make the entire_ process move smoothly minimal stress or unwanted disclosure.

hand that selling your business can be a difficult take the stress and complexity your goals and future. out of the equation

decision and strive to so you can focus on

1. Introductory

Call

Discuss my practice, reasons for selling and what I'd like to do after the deal closes.

2. Sign Mutual Confidentiality

Agreements

and share my practice's financial information.

3. Preliminary Due Diligence Phase

Discuss financial information third-party to confirm with GEDC in detail and work with Learn about recent business trends.

GEDC, the acquisition

process and clinical philosophies.

4. Sign Letter of Intent (LOI)

Letter of Intent confirms the mutual interest of the parties in the sale of your practice and outlines the preliminary and expected selling price. details

5. Final Due Diligence and meet with GEDC Regional Leadership

Discuss integration process and meet further with the clinical director to discuss my practice and protocols.

6. Finalize Terms
Complete final deal documents and other necessary paperwork.

7. Close the Deal

Receive payment for my practice and GEDC takes over integration and operations. Your clinical office team remains an integral part.

Q:

Willi continue

to work if I sell my practice?

to grow, we would like for you to We look for at least a three

Yes, we want you to stay. As the practice continues

mentor an associate that we would add to this practice. year comitment and are happy for you to stay longer.

Dr. Walter Reid is a , clinical leader that was part of the Nanston Dental Group acquisition and is excited to expand Atlanta with several additional dental practices.

Q:

Will you put a Great Expressions sign on my building?

Yes. As part of the Great Expressions network, you will share in the strong national brand and centralized name will be included working scheduling that will be directing patients to your office. Your We are now partners

along with

our name on the door.

towards meeting

the needs of our patients.

Q:

Will the company tell me how to practice dentistry?

No. All our dentists maintain clinical control over treatment. With many different dental schools represented by our dentists, we know that each has been trained well, We do

has passed the Board, and has received a dental license to practice dentistry. expect each dentist to follow the standard of care established panel.

by our National Doctor

Q:

Can I use the lab that I am currently using?

Yes, but your lab will have to meet the pricing, quality and turn-around we have negotiated with other labs. standards that

Q:

Do I have to use the same dental supply company?

Yes, but we are able to gain the best negotiated due to the size of our group. listens to the suggestions pricing with two preferred vendors and Our National Doctor panel approves all formularies

of all of our valued providers to ensure top quality supplies

"Selling my practice to an industry leader instead of competing with them let my family realize our dream of growing around town with a world-class partner" - Dr. Robert Brody

are used.

Q:

Can I still refer to the specialist that I currently refer to?

As part of our network, the GP and Specialty providers work together other to keep all dental procedures goal is to serve the patient within to support each It is our If you and the Great Expressions network. way possible.

in the best and most efficient

your regional clinical director determine

that in-house specialty does not work for a

specific patient, then the case will be referred elsewhere.

Unlock the equity value you've created

in your practice and continue providing clinical expertise.
Focus on Patients
Continue to practice and focus only on dentistry. We'll take over running the office and administrative dental practices. tasks so you no longer have to worry about the risks with conventional Dr. Jack Falvo, sold his practice to Great Expressionsin July 2009 and is now an integral part of the National Doctor Panel and Executive ManagementTeam.

Financial Rewards
You deserve to get paid! You get cash now for selling your practice, which either goes in your pocket or pays off those nagging debts or both! You also get paid on production of higher negotiated insurance reimbursement rates and improved going forward so join in the rewards scheduling and recall. The average on their current course

dentist would need to work 23 more years to make more money continuing rather than selling now!

Group Power
Participate in Great Expressions group benefits plan covering thousands of employees and leveraging the groups' power.

Clinical Freedom
Great Expressions dentists have control over treatment with clinical freedom. A National Doctor Panel helps in dentistry. You also gain a set clinical best practices and spread the word about the latest techniques network with hundreds of experienced

dentists and specialists to share best practices.