EXHIBIT 2.3

Reorganization Agreement

This Reorganization Agreement (the "Agreement") is made and entered into by and among National Business Holdings, Inc., a publicly held Florida corporation with a class of securities registered under Section 12(g) of the Securities Exchange Act of 1934, as amended ("Issuer" and the "Exchange Act," respectively); Union Dental Corp., a Florida corporation ("Union Dental"); Direct Dental Services, Inc., a Florida corporation ("DDS") and the individuals listed in Exhibit A annexed hereto and made a part hereof as Exhibit 0.1 ("Stockholders"); Issuer, Union Dental, DDS and the Stockholders being sometimes hereinafter collectively referred to as the "Parties" or generically as a "Party").

Preamble:

WHEREAS, the respective boards of directors of Issuer, DDS and Union Dental believe it is in the best interests of each corporation and their respective stockholders that Union Dental and DDS become a wholly owned subsidiary of Issuer and, in furtherance thereof, have approved the Reorganization; and

WHEREAS, the Issuer currently has 32,284,831 shares of common stock issued and outstanding and zero shares of preferred stock issued and outstanding.

WHEREAS, pursuant to the terms of the Reorganization, as hereinafter set forth, among other things, all of the outstanding and reserved securities of DDS (the "DDS's Securities") will be exchanged for 12,500,0000 shares of Issuer's common stock, $0.001 par value ("Issuer's common stock") and 1,000,000 shares of Issuer's preferred stock, $0.0001 par value with each share of preferred stock provides voting rights equal to 15 shares of Issuer's common stock (Issuer's preferred stock), representing approximately 46% and 100% of the issued and outstanding Issuer common stock and Issuer preferred stock at the time of Closing; and

WHEREAS, pursuant to the terms of the Reorganization, as hereinafter set forth, among other things, all of the outstanding and reserved securities of Union Dental (the "Union Dental's Securities") will be exchanged for 5,000,000 shares of Issuer's common stock, $0.001 par value ("Issuer's common stock") and zero shares of Issuer's preferred stock, no par value, representing approximately 18% of the issued and outstanding Issuer common stock on the Closing Date; and

WHEREAS, on or about December 20, 2004, Union Dental acquired substantially all of the assets (except the Patient List) of George D. Green D.D.S., P.A. (hereinafter referred to as "PA") pursuant to an Asset Purchase Agreement; and

WHEREAS, the Parties have mutually agreed to make certain representations and warranties and other agreements in connection with the Reorganization and their subsequent operating and business relationships; and

WHEREAS, the Parties intend, by executing this Agreement, to adopt a plan of reorganization within the meaning of Section 368(a)(1)(B) of the Internal Revenue Code of 1986, as amended (the "Code"):

NOW, THEREFORE, in consideration of the covenants, promises and representations set forth herein, and for other good and valuable consideration the sufficiency of which is acknowledged, the Parties, intending to be legally bound, hereby agree as follows:

Article I Plan of Reorganization

1.1 Definitions

The following terms, whether or not initially capitalized, will have the meanings set forth below:

Accredited Investor: A person or entity that meets the asset or income requirements for treatment as an accredited investor specified in Rule 501 of Commission Regulation D promulgated under the Securities Act

Affiliate: An entity or person that controls, is controlled by or is under common control with another person.

Issuer Financial Statements: Financial statements, including all related schedules and the notes thereto, of Issuer included in the report on Commission Form 10-KSB for the period ended May 31, 2003, as amended; the reports on Commission Form 10-QSB filed subsequent to May 31, 2003 and any financial statements included in current reports on Commission Form 8-K filed since the dates of the Subsequent Quarterly Reports; all such financial statements being hereinafter collectively and generically referred to as the "Issuer Financial Statements,"

Issuer Schedules: The schedules referenced by the Section designations of this Agreement as to which they apply, annexed at the direction of Issuer to this Agreement and constituting a material component of this Agreement.

Capital Stock: The generic term used for equity securities, whether common, preferred or otherwise.

Closing: The event at which the exchange of all of the Union Dental and DDS securities will be exchanged for approximately 64% of the outstanding shares of Issuer's common stock.

Closing Date: The date on which the Closing takes place.

Commission: The United States Securities and Exchange Commission.

Code: The Internal Revenue Code of 1986, as amended.

Exchange Act: The Securities Exchange Act of 1934, as amended.

Exchange Act Reports: All reports filed by Issuer with the Commission pursuant to the Exchange Act, including all exhibits filed therewith.

Exchange Agent: The person or entity responsible following the Closing, for issuing and delivering the shares of Issuer's common stock and preferred stock to the Union Dental and DDS Stockholders.

GAAP: Generally accepted accounting principles, consistently applied.

IRS: The United States Internal Revenue Service.

Knowledge: When used to qualify a representation or warranty, the word "knowledge" or any derivations or variations thereof, whether in the form of a word or phrase, will mean knowledge after reasonable inquiry by a senior executive officer of the legal entity on whose behalf the assertion is made and will include information that such legal entity should have had in the exercise of reasonable diligence.

Target's Financial Statements: DDS and PA's financial statements (balance sheets, income statements and related schedules and footnotes) as of and for the fiscal years ending December 31, 2002 and 2003 (audited), any calendar quarter ended between December 31, 2003 and the Closing Date and Union Dental's financial statements (unaudited),, all prepared in conformity with GAAP and applicable Commission auditing rules and regulations.

Target Schedules: The schedules referenced by the Section designations of this Agreement as to which they apply, annexed at the direction of Union Dental and DDS to this Agreement and constituting a material component of this Agreement.

Material: When used to qualify a representation or warranty, the word "material" or any derivations or variations thereof, whether in the form of a word or phrase, will mean a variance that could have negatively affected a decision by a reasonably prudent person to engage in the transactions contemplated by this Agreement, and will be measured both on the occasion in which such term is referenced as well as on an aggregate basis with other similar matters.

NASD: The National Association of Securities Dealers, Inc., a Delaware corporation and self regulatory organization registered with the Commission.

OTC Bulletin Board: The over the counter electronic securities market operated by the NASD.

Securities Act: The Securities Act of 1933, as amended.

Substantial Compliance: Compliance which the Party for whose benefit or at whose request an act is performed, or for whose benefit or at whose request an act is refrained from could under the circumstances be reasonably expected to accept as full compliance.

Tax: For the purposes of this Agreement, a "Tax" or, collectively, "Taxes," means any and all federal, state, local and foreign taxes, assessments and other governmental charges, duties, impositions and liabilities, including taxes based upon or measured by gross receipts, income, profits, sales, use and occupation, and value added, ad valorem, transfer, franchise, withholding, payroll, recapture, employment, excise and property taxes, together with all interest, penalties and additions imposed with respect to such amounts and any obligations under any agreements or arrangements with any other person with respect to such amounts.

Additional defined terms are specified in certain sections and subsections below and are characterized by the use of initial letter capitalization.

1.2 Reorganization

(A) The Reorganization.

(1) At the Closing on this Agreement all of the Union Dental's Stockholders will exchange all of their Union Dental securities, being an aggregate of 500 shares of common stock, $0.001 par value, for 5,000,000 shares of Issuer common stock, $0.001 par value, which represents approximately 18% of the outstanding shares of Issuer's common stock.

(2) At the Closing of this Agreement, all of the issued and outstanding options to purchase 3,452,250 Union Dental common stock (the "Union Dental Options") shall be exchanged for an aggregate of 3,452,250 options to purchase Issuer common stock (the "Issuer Options") upon the same terms and conditions;

(3) The shares of Issuer's common stock and preferred stock will be issued by the Exchange Agent following the Closing and will be transferred to the Stockholders in proportion to their holdings of Union Dental common stock at the time of Closing.

(4) At the Closing on this Agreement all of the DDS's Stockholders will exchange all of their DDS securities, being an aggregate of 500 shares of common stock, $0.001 par value, for 12,500,000 shares of Issuer common stock, $0.001 par value, which represents approximately 46% of the outstanding shares of Issuer's common stock and 1,000,000 shares of the Issuer preferred stock, no par value, which represents 100% of the outstanding shares of Issuer's preferred stock, as called for by this Agreement.

(5) The shares of Issuer's common stock and preferred stock will be issued by the Exchange Agent following the Closing and will be transferred to the Stockholders in proportion to their holdings of DDS common stock at the time of Closing.

(B) As promptly as practicable after the satisfaction or waiver of the conditions set forth in Article VI, the Parties will cause the Reorganization to be consummated by effecting the exchange all of Union Dental's and DDS's common stock for the shares of Issuer's common stock and preferred stock, as described above.

(C) The Closing Date and time of the Reorganization will be the date and time on which the Closing of this Reorganization Agreement is consummated, which shall, in any event, take place on or before December 31, 2004, unless the Parties agree in writing to further extend the Closing Date.

(1) At the Closing the Parties will exchange all closing documentation, certificates, resolutions, exhibits, schedules and opinions called for by this Agreement, and

(2) All of Union Dental and DDS's outstanding securities will be exchanged with Issuer for approximately 64% of Issuer's common stock and 100% of Issuer's preferred stock, as specified above; provided that delivery of the certificates for the shares of Issuer's common stock and preferred stock will be made directly to Stockholders by Issuer's stock transfer agent as soon as practicable after the Closing.

1.3 Effect of the Reorganization.

At the Closing, the effect of the Reorganization will be that Union Dental and DDS will each become a wholly owned subsidiary of Issuer and that the Stockholders immediately prior to the Closing will become stockholders of Issuer at the Closing, with no further rights, title or interest in Union Dental or DDS, other than indirectly as stockholders of Issuer.

1.4 Fractional Shares.

No fraction of a share of Issuer's common stock will be issued, but in lieu thereof each holder of shares of Union Dental or DDS's common stock who will otherwise be entitled to a fraction of a share of Issuer's common stock (after aggregating all fractional shares of Issuer's common stock to be received by such holder) will be entitled to receive from Issuer a whole share of Issuer's common stock. 1.5 Exchange of Certificates.

(A) Exchange Agent. Unless modified by Issuer prior to the Closing Date, Issuer's current transfer agent, will serve as the Exchange Agent.

(B) Issuer to Provide Common Stock. Issuer will promptly make available to the Exchange Agent for exchange in accordance with this Article I the shares of Issuer's common stock and preferred stock in exchange for all of the outstanding shares of Union Dental and DDS's common stock.

(C) Exchange Procedures. All certificates for shares of Union Dental and DDS's outstanding common stock will be tendered to Issuer at the Closing, with medallion signature guarantees or otherwise in proper form for immediate transfer to the order of Issuer, whereupon Issuer will issue instructions to the Exchange Agent to issue shares of Issuer's common stock, in the quantities and names set forth in Schedule 1.5(C).

(D) Transfers of Ownership. If any certificate for shares of Issuer's common stock and preferred stock is to be issued in a name other than that in which the certificate surrendered in exchange therefor is registered, it will be a condition of the issuance thereof that the certificate so surrendered will be properly endorsed and otherwise in proper form for transfer and that the person requesting such exchange will have paid to Issuer or any agent designated by it any transfer or other Taxes required by reason of the issuance of a certificate for shares of Issuer's common stock and preferred stock in any name other than that of the registered holder of the certificate surrendered, or established to the satisfaction of Issuer, or any agent designated by it, that such Tax has been paid or is not payable.

(E) No Liability. Notwithstanding anything to the contrary in this Section 17, neither the Exchange Agent, Issuer, Union Dental, DDS or any other person will be liable to a holder of shares of Issuer's common stock or Union Dental or DDS's Capital Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.

1.6 No Further Ownership Rights in Union Dental or DDS's Securities.

(A) All shares of Issuer's common stock and preferred stock issued upon the surrender for exchange of shares of Union Dental and DDS's Capital Stock in accordance with the terms hereof will be deemed to have been issued in full satisfaction of all rights pertaining to such shares of Union Dental and DDS's Capital Stock, and there will be no further registration of transfers on the records of Union Dental or DDS, of shares of Union Dental or DDS's Capital Stock which were outstanding immediately prior to the Closing.

(B) If, after the Closing, Certificates are presented to Union Dental or DDS, for any reason, they will be canceled and exchanged as provided in this Article I.

1.7 Lost, Stolen or Destroyed Certificates.

In the event any certificates evidencing shares of Union Dental or DDS's Capital Stock will have been lost, stolen or destroyed, Union Dental or DDS's transfer agent or share registrar will, prior to the Closing, have issued in exchange for such lost, stolen or destroyed certificates, upon the making of an affidavit of that fact by the holder thereof, such shares of its stock; provided, however, that Issuer may, in its discretion and as a condition precedent to the issuance of the shares of Issuer's common stock and preferred stock to be exchanged therefor, require the owner of such lost, stolen or destroyed certificates to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against Issuer or the Exchange Agent with respect to the certificates alleged to have been lost, stolen or destroyed.

1.8 Tax Consequences and Accounting Treatment.

It is intended by the Parties that the Reorganization will constitute a reorganization within the meaning of Section 368(a)(1)(B) of the Code, and the Parties agree that if modification of the non-material terms of this Agreement to attain such qualification is necessary, they will negotiate in good faith to make such required modification.

1.9 Taking of Necessary Action: Further Action.

If, at any time after the Closing, any further action is necessary or desirable to carry out the purposes of this Agreement including the vesting in Issuer of full right, title and possession to all of Union Dental and DDS's Capital Stock or compliance with the requirements of Code Section 368(a)(1)(B), the officers and directors of Issuer, Union Dental and DDS are fully authorized and empowered in the name of their respective corporations or otherwise to take, and will take, all lawful and necessary action.

Article II Representations and Warranties of Union Dental and DDS

Union Dental, DDS and the Stockholders hereby represent and warrant to Issuer, as a material inducement to its entry into this Agreement, subject only to the exceptions specifically disclosed in Schedule 2, as follows:

2.1 Organization of Union Dental and DDS.

(A) Union Dental and DDS are each a corporation duly organized, validly existing and in good standing under the laws of the State of Florida.

(B) Union Dental and DDS each have the corporate power to own its property and to carry on its business as now being conducted and as proposed to be conducted by Union Dental and DDS.

(C) Union Dental and DDS are each duly qualified to do business and in good standing as a foreign corporation in each jurisdiction in which the failure to be so qualified would have a material adverse effect on the business, assets (including intangible assets), financial condition, or results of operations of Union Dental and DDS.

(D) Union Dental and DDS each has delivered a true and correct copy of its articles of incorporation and bylaws (or similar governing instruments), each as amended to date, to counsel for Issuer.

2.2 Union Dental and DDS's Capital Structure.

(A) The authorized Capital Stock of Union Dental consists of 10,000,000 shares of common stock, $0.001 par value, and zero shares of preferred stock;

(B) The authorized Capital Stock of DDS consists of 7,500 shares of common stock, $1.00 par value, and zero shares of preferred stock;

(C) There are 500 shares of Union Dental common stock and zero shares of Union Dental preferred stock issued and outstanding, held by the persons, and in the amounts, set forth on Schedule 1.5(C).

(D) There are 500 shares of DDS common stock and zero shares of DDS preferred stock issued and outstanding, held by the persons, and in the amounts, set forth on Schedule 1.5(C).

(E) All outstanding shares of Union Dental and DDS common or preferred stock are duly authorized, validly issued, fully paid and non-assessable and not subject to preemptive rights created by statute, the articles of incorporation or bylaws of Union Dental, DDS or any agreement to which Union Dental or DDS are a party or is bound.

(F) Except as set forth on Schedule 2.2(F), Union Dental and DDS each has no other outstanding securities or securities reserved for issuance for any purpose, there being no other obligations directly or indirectly obligating Union Dental or DDS to issue any of its securities to any person for any purpose; and there are no other options, warrants, calls, rights, commitments or agreements of any character to which Union Dental or DDS is a party or by which it is bound obligating Union Dental or DDS to issue, deliver, sell, repurchase or redeem, or cause to be issued, delivered, sold, repurchased or redeemed, any shares of the Union Dental or DDS Capital Stock or obligating Union Dental or DDS to grant, extend or enter into any such option, warrant, call, right, commitment or agreement.

2.3 Subsidiaries.

Union Dental and DDS do not have any subsidiaries, and does not otherwise own any shares of stock or any interest in, or control, directly or indirectly, any other corporation, partnership, association, joint venture or business entity.

2.4 Authority.

(A) Union Dental and DDS each has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby.

(B) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Union Dental and DDS.

(C) This Agreement has been duly executed and delivered by Union Dental and DDS and, subject to the proper authorization of this Agreement by Issuer's board of directors and its due execution and delivery by Issuer to Union Dental and DDS, constitutes the valid and binding obligation of Union Dental and DDS.

(D) The execution and delivery of this Agreement by Union Dental and DDS does not, and the consummation of the transactions contemplated hereby will not, conflict with, or result in any violation of, or default under (with or without notice or lapse of time, or both), or give rise to a right of termination, cancellation or acceleration of any obligation or loss of a material benefit under (i) any provision of the articles of incorporation or bylaws of Union Dental or DDS or (ii) any material mortgage, indenture, lease, contract or other agreement or instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Union Dental or DDS or its properties or assets.

(E) No consent, approval, order or authorization of, or registration, declaration or filing with, any court, administrative agency or commission or other governmental authority or instrumentality ("Governmental Entity"), is required by or with respect to Union Dental or DDS in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby, except for such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable state and federal securities laws (e.g., notification on Form D) and the laws of any foreign country.

2.5 DDS and PA Financial Statements.

(A) Schedule 2.5(A) includes Union Dental's DDS and PA's Financial Statements.

(B) Union Dental, DDS and PA's Financial Statements are complete and correct in all material respects and have been prepared in accordance GAAP throughout the periods indicated.

(C) Union Dental, DDS and PA's Financial Statements present fairly the financial condition and operating results of DDS and PA as of the dates and during the periods indicated therein, subject to normal year-end audit adjustments, which will not be material in the aggregate.

(D) Union Dental, DDS and PA's financial statements comply with the requirements for material acquisitions under Commission Regulation S-B and in a manner permitting Issuer to comply with its obligation under the Securities Act and the Exchange Act in conjunction therewith

2.6 No Undisclosed Liabilities.

Union Dental or DDS each separately represent and warrant that it does not have any material liabilities or obligations, either accrued or contingent (whether or not required to be reflected in financial statements in accordance with generally accepted accounting principles), and whether due or to become due, which individually or in the aggregate (i) have not been reflected in the DDS or PA Balance Sheet (including the notes thereto) or (ii) have not been specifically described in this Agreement or in the Union Dental or DDS Schedules.

2.7 Title of Properties, Absence of Liens and Encumbrances & Condition of Equipment.

(A) Schedule 2.7(A) sets forth a true and complete list of all real property owned and leased by Union Dental and DDS and the aggregate annual mortgage, rental or other fee payable therefor or under any such lease.

(B) All deeds, titles, leases and mortgages are in good standing, valid and effective in accordance with their respective terms, and there is not with respect to Union Dental or DDS under any of such deeds, titles, leases or mortgages, any existing default or event of default (or event which with notice or lapse of time, or both, would constitute a default and with respect to which Union Dental or DDS has not taken adequate steps to prevent such default from occurring), except where the lack of such good standing, validity and effectiveness or the existence of such default or event of default would not have a material adverse effect on Union Dental or DDS.

(C) Union Dental and DDS each holds good and valid title to, or, in the case of leased properties and assets, valid leasehold interests in, all of its tangible properties and assets, real, personal and mixed, used in its business, free and clear of any liens, charges, pledges, security interests or other encumbrances, except as reflected in Union Dental and DDS's Financial Statements and except for such imperfections of title and encumbrances, if any, which are not substantial in character, amount or extent, and which do not materially detract from the value, or interfere with the present use, of the property subject thereto or affected thereby

(D) The equipment owned or leased by Union Dental and DDS are listed in Schedule 2.7(D) (the "Equipment"), except individual pieces of equipment owned by Union Dental or DDS with an individual value of less than $500. The Equipment is, taken as a whole, in good operating condition and regularly and properly maintained, reasonable wear and tear excepted.

2.8 Litigation.

Schedule 2.8 annexed hereto accurately lists all suits, actions and legal, administrative, arbitration or other proceedings and governmental investigations and all other claims, pending or, to Union Dental and DDS's Knowledge, threatened or which Union Dental and DDS each expects will ultimately be threatened or commenced. None of any such suits, actions, proceedings, investigations or claims seeks to prevent the consummation of the Reorganization.

2.9 Minute Books.

The minute books of Union Dental and DDS made available to counsel for Issuer each contain a complete and accurate summary of all meetings of directors and stockholders since the time of incorporation of Union Dental and DDS, and reflect all transactions referred to in such minutes accurately in all material respects.

2.10 Brokers' and Finders' Fees.

Union Dental and DDS each has not incurred, nor will it incur, directly or indirectly, any liability for brokerage or finders' fees or agents' commissions or any similar charges in connection with this Agreement or any transaction contemplated hereby.

2.11 Regulation SB Disclosure Document

The information supplied by Union Dental and DDS responding to each Item in Commission Regulation S-B (other than Items 201, 501, 502, 506, 512 and, to the extent of audit requirements, Item 310) annexed hereto as Exhibit 2.11 (the "Regulation S-B Disclosure Documents"), part of which must be included in a current report on Commission Form 8-K to be filed by Issuer within four (4) days after the Closing Date, as well as in all other reports which Issuer files thereafter pursuant to the Exchange Act, will not contain any statement which, at such time and in light of the circumstances under which it is made, is false or misleading with respect to any Material fact, or will omit to state any Material fact necessary in order to make the statements made therein not false or misleading or omit to state any Material fact necessary to correct any statement which has become false or misleading.

2.12 Disclosure to Union Dental and DDS's Stockholders

Each of Union Dental and DDS's Stockholders hereby represents and warrants that he, she or it:

(A) Has had access through the Commission's Internet web site at www.sec.gov, in the EDGAR Archives sub-cite, to all of Issuer's reports filed with the Commission during the past two fiscal years, has reviewed all such reports and has, either directly or through a representative, been granted access to all of Issuer's officers and directors, and to all officers and directors of Issuer's operating subsidiaries, for purposes of providing all disclosure required under applicable federal and state securities laws in conjunction with the exchange contemplated by this Agreement;

(B) Has been advised that:

(1) The securities to be issued to them by Issuer in exchange for their shares of Union Dental and DDS's common stock have not been registered under the Securities Act, the Exchange Act or any comparable state securities laws, but rather are being issued in reliance on the exemption from registration under the Securities Act provided by
Section 4(2) thereof;

(2) All certificates for their shares of Issuer's common stock and preferred stock will bear legends restricting any transactions therein, directly or indirectly, unless the Issuer's shares are first registered under applicable federal and state securities laws or the proposed transaction is exempt from such registration requirements, and such facts are demonstrated to the satisfaction of Issuer and its legal counsel, based on such third party legal opinions, affidavits and transfer agency procedures as Issuer will reasonably require;

(3) Issuer's transfer agent has been instructed to decline transfers of certificates for their shares of Issuer's common stock, unless the foregoing requirements have been met and have been confirmed as having been met by a duly authorized officer of Issuer.

(C) Has independently determined through his, her or its own legal counsel, that all requirements of their states of domicile for the issuance of the shares of Issuer's common stock and preferred stock called for by this Agreement have been met, or will have been met, prior to Closing, by such legal counsel acting on behalf of the Parties to this Agreement.

2.13 Representations Complete.

None of the representations or warranties made by Union Dental, DDS or their stockholders, nor any statement made in any Schedule, Exhibit or certificate furnished by Union Dental or DDS pursuant to this Agreement, when read in its entirety, contains or will contain any untrue statement of a Material fact at the time the Closing takes place, or omits or will omit to state any Material fact necessary in order to make the statements contained herein or therein, in the light of the circumstances under which made, not misleading.

Article III Representations and Warranties of Issuer

Issuer represents and warrants to Union Dental and DDS as a Material inducement to its entry into this Agreement, subject to the exceptions specifically disclosed in the Issuer Schedules or in Issuer's Exchange Act Reports, as follows:

3.1 Organization, Standing and Power.

(A) Issuer is a corporation duly organized, validly existing and in good standing under the laws of the State of Florida.

(B) Issuer has the corporate power to own its properties and to carry on its business as now being conducted and is duly qualified to do business and is in good standing in each jurisdiction in which the failure to be so qualified would have a Material adverse effect on Issuer taken as a whole.

(C) A true and correct copy of its articles of incorporation and bylaws, as amended to date, are available at the Commission's web site in the EDGAR archives, filed as exhibits to the report on Form 10-KSB for the year ended May 31, 2003, and any future modifications thereof will be filed with the Commission and will also be available at such site.

3.2 Capital Structure.

(A) The authorized stock of Issuer consists of 300,000,000 shares of common stock, par value $0.0001 per share, and 25,000,000 shares of Preferred Stock, $0.0001 par value per share, the attributes of which are to be determined on a case by case basis by Issuer's board of directors.

(B) Issuer will have 32,284,831 shares of common stock issued and outstanding as of Closing. There are no shares of preferred stock issued and outstanding as of Closing. Immediately following the Closing there will be 27,500,000 shares of common stock issued and outstanding. Existing shareholders of Issuer, by agreement, will surrender a sufficient number of issued and outstanding shares to treasury if necessary to reach this result.

(C) There are no other options, warrants, calls, rights, commitments, retirement plans or deferred compensation plans of any nature or agreements of any character to which Issuer is a party or by which it is bound obligating Issuer to issue, deliver, sell, repurchase or redeem, or cause to be issued, delivered, sold, repurchased or redeemed, any shares of the Capital Stock of Issuer or obligating Issuer to grant, extend or enter into any such option, warrant, call, right, commitment or agreement.

(D) All of Issuer's shares of common and preferred stock have been duly authorized, and all of its issued and outstanding shares of Issuer common stock have been validly issued, are fully paid and non-assessable and are free of any liens or encumbrances other than any liens or encumbrances created by or imposed upon the holders thereof.

(E) Subject to the Union Dental, DDS and the Stockholders' compliance with their obligations under this Agreement, the shares of Issuer's common stock and preferred stock to be issued pursuant to the Reorganization will be duly authorized, validly issued, fully paid, and non-assessable.

3.3 Authority.

(A) Issuer has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby.

(B) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Issuer

(C) This Agreement has been duly executed and delivered by Issuer and, subject to having also been approved by Union Dental and DDS's board of directors and properly executed and delivered by Union Dental and DDS, constitutes a valid and binding obligation of Issuer.

(D) The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated hereby will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both), or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a material benefit under:

(1) Any provision of the articles of incorporation or bylaws of Issuer; or

(2) Any mortgage, indenture, lease, contract or other agreement or instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Issuer or its properties or assets, other than any such conflicts, violations, defaults, terminations, cancellations or accelerations which individually or in the aggregate would not have a material adverse effect on the ability of Issuer to consummate the transactions contemplated hereby.

(E) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity, is required by or with respect to Issuer in connection with the execution and delivery of this Agreement by Issuer or the consummation by Issuer of the transactions contemplated hereby, except for:

(1) Such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable state and federal securities laws (e.g, a Form D Notification Statement) and the laws of any foreign country; and

(2) Such other consents, authorizations, filings, approvals and registrations which if not obtained or made would not have a Material adverse effect on the ability of Issuer to consummate the transactions contemplated hereby.

3.4 Exchange Act Reports; Issuer Financial Statements.

(A) All materials required to be filed by Issuer with the Commission pursuant to Sections 13 or 15(d) of the Exchange Act have been filed and are available on the Commission's Internet web site at www.sec.gov in its EDGAR Archives sub-site.

(B) To the best of Issuer's Knowledge, the Exchange Act Reports comply in all Material respects with the requirements of the Exchange Act and do not contain any untrue statement of a Material fact or omit to state a Material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading, except to the extent corrected by a subsequently filed document with the Commission or by information provided by Issuer to Union Dental.

(C) The Issuer Financial Statements comply as to form in all Material respects with applicable accounting requirements and with the published rules and regulations of the Commission with respect thereto, have been prepared in accordance with GAAP and fairly present the consolidated financial position of Issuer at the date thereof and of its operations and cash flows for the period then ended, subject to normal year end audit adjustments.

(D) There has been no change in Issuer's accounting policies or estimates except as described in the notes to Issuer's Financial Statements. Since the date of the financial statements, there has not been any change in the financial condition or operations of Issuer, except changes in the ordinary course of business, which changes have not in the aggregate been materially adverse.

(E) Issuer has no material obligations, other than those set forth in Issuer's Financial Statements.

(F) The information provided by Issuer in the Current Report on Form 8-K pertaining to this Reorganization (excluding information provided by or on behalf of Union Dental or DDS, as to which Issuer makes no representation) will not contain any statement which, at such time and in light of the circumstances under which it will be made, is false or misleading with respect to any Material fact, or will omit to state any Material fact necessary in order to make the statements therein not false or misleading.

(G) If at any time prior to the Closing Date any event relating to Issuer or any of its affiliates, officers or directors should be discovered by Issuer which should be set forth in a current report on Form 8-K, Issuer will promptly inform Union Dental and DDS.

3.5 Brokers' and Finders' Fees.

Except as disclosed in the Exchange Act Reports, Issuer has not incurred, and will not incur, directly or indirectly, any liability for brokerage or finders' fees or agents' commissions or any similar charges in connection with this Agreement, the Reorganization or any transaction contemplated hereby.

3.6 Ownership of Union Dental and DDS's Capital Stock.

As of the date of execution of this Agreement, Issuer does not own any shares of Union Dental or DDS's Capital Stock.

3.7 Litigation.

There are no suits, actions or legal, administrative, arbitration or other proceedings or governmental investigations against Issuer pending or, to Issuer's Knowledge, threatened, which (i) if determined adversely to Issuer, could be expected to result in a Material adverse effect on the financial condition or results of operations of Issuer, or (ii) seek to prevent the consummation of the Reorganization, except as may be disclosed in the Exchange Act Reports.

3.8 Limited Activities.

(A) Issuer has no material day-to-day operations or assets other than acquisition-related activities and compliance with applicable laws, including federal securities and internal revenue laws.

(B) Issuer currently has no operating subsidiaries.

3.9 No Undisclosed Liabilities.

Issuer does not have any Material liabilities or obligations, either accrued or contingent (whether or not required to be reflected in financial statements in accordance with GAAP), and whether due or to become due, which individually or in the aggregate, (i) have not been reflected in the Issuer Financial Statements (including the notes thereto) or (ii) have not been specifically described in this Agreement or in the Exchange Act Reports.

3.10 No Changes.

Since the date of its latest Exchange Act Report there has not been, occurred or arisen any:

(A) Destruction, damage to, or loss of any assets (including without limitation intangible assets) of Issuer or its subsidiaries (whether or not covered by insurance), either individually or in the aggregate, exceeding $500.

(B) Labor trouble or claim of wrongful discharge, sexual harassment or other unlawful labor practice or action;

(C) Change in accounting methods or practices (including any change in depreciation or amortization policies or rates, any change in policies in making or reversing accruals, or any change in capitalization of software development costs) by Issuer or its subsidiaries;

(D) Declaration, setting aside, or payment of a dividend or other distribution in respect to the shares of Issuer, or any direct or indirect redemption, purchase or other acquisition by Issuer of any of its shares;

(E) Other event or condition of any character that has or would, in Issuer's reasonable judgment, be expected to have a Material adverse effect on Issuer;

(F) Negotiation or agreement by Issuer to do any of the things described in the preceding clauses (A) through (E) other than negotiations regarding the transactions contemplated by this Agreement.

3.11 Tax and Other Returns and Reports.

(A) Tax Returns and Audits.

(1) Issuer has accurately prepared and filed all required federal, state, local and foreign returns, estimates, information statements and reports ("Returns") relating to any and all Taxes relating or attributable to Issuer or its operations and such Returns are true and correct in all Material respects and have been completed in accordance with applicable law in all material respects.

(2) Issuer has timely paid all Taxes required to be paid with respect to such Returns and have withheld with respect to its employees all federal and state income taxes, FICA, FUTA and other Taxes they are required to withhold.

(3) The accruals for Taxes on the books and records of Issuer are sufficient to discharge the Taxes for all periods (or the portion of any period) ending on or prior to the Closing Date.

(4) Issuer has not been delinquent in the payment of any Tax nor is there any Tax deficiency outstanding, proposed or assessed against Issuer, nor has Issuer executed any waiver of any statute of limitations on or extending the period for the assessment or collection of any Tax.

(5) No audit or other examination of any Return of Issuer is presently in progress. Issuer does not have any liabilities for unpaid federal, state, local and foreign Taxes, whether asserted or unasserted, known or unknown, contingent or otherwise and Issuer has no Knowledge of any basis for the assertion of any such liability attributable to Issuer or its assets or operations.

(6) Issuer is not a party to or bound by any tax indemnity, tax sharing or tax allocation agreement.

(7) Issuer has provided, or made available to Union Dental, DDS or their legal counsel copies of all federal, provincial and state income and all sales and use Tax Returns of Issuer for all periods since 2000.

(8) There are (and as of immediately following the Closing Date there will be) no liens on the assets of Issuer relating to or attributable to Taxes.

(9) Issuer has no Knowledge of any basis for the assertion of any Tax claim which, if adversely determined, would result in liens on the assets of Issuer.

(10) There is no contract, agreement, plan or arrangement, including but not limited to the provisions of this Agreement, covering any employee or former employee of Issuer that, individually or collectively, could give rise to the payment of any amount that would not be deductible pursuant to Sections 280G, 162 or 404 of the Code.

(B) No Penalty.

Issuer is not subject to any penalty by reason of a violation of any order, rule or regulation of, or a default with respect to any return, report or declaration required to be filed with, any Governmental Entity to which it is subject, which violations or defaults, individually or in the aggregate, would have a material adverse effect on Issuer.

3.12 Environmental and OSHA.

(A) Hazardous Material.

(1) As of the Closing Date, no Material amount of any substance that is regulated by any Governmental Entity or that has been designated by any Governmental Entity to be radioactive, toxic, hazardous or otherwise a danger to health or the environment, including, without limitation, PCBs, asbestos, urea-formaldehyde and all substances listed pursuant to CERCLA or RCRA, and the regulations and publications promulgated pursuant to said laws (a "Hazardous Material"), is present, as a result of the actions of Issuer in violation of any law in effect on or before the Closing Date, in, on or under any property, including the land and the improvements, ground water and surface water thereof, that Issuer owns, operates, occupies or leases.

(2) In any event, Issuer does not know of the presence of any Hazardous Material in, on or under any of their property.

(B) Hazardous Materials Activities.

At no time prior to the Closing Date has Issuer transported, stored, used, manufactured, released or exposed its employees or others to Hazardous Materials in violation of any law in effect on or before the Closing Date, nor has Issuer disposed of, transferred, sold, or manufactured any product containing a Hazardous Material (collectively "Hazardous Materials Activities") in violation of CERCLA, RCRA, TSCA or any other applicable state or federal acts (including the rules and regulations thereunder) as in effect on or before the Closing Date.

(C) Permits.

Issuer currently holds no environmental approvals, permits, licenses, clearances and consents and none are necessary for the conduct of Issuer's Hazardous Material Activities and other businesses of Issuer as such activities and businesses are currently being conducted.

3.13 No Reverse Merger.

Issuer's existing or successor board of directors shall not recommend or pass a corporate resolution that it reverse split its common stock for a period of twelve (12) months from the Effective Date except if the reverse split is necessary for Issuer to become qualified and accepted for listing on the NASDAQ Small Cap Exchange, the American Stock Exchange or any other major exchange.

3.14 Representations Complete.

None of the representations or warranties made by Issuer, nor any statement made in any Schedule, Exhibit or certificate furnished by Issuer pursuant to this Agreement, when read in its entirety, contains or will contain any untrue statement of a Material fact at the Closing Date, or omits or will omit to state any Material fact necessary in order to make the statements contained herein or therein, in the light of the circumstances under which made, not misleading.

Article IV Conduct Prior to the Closing

4.1 Conduct of Business of Union Dental and DDS

During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Closing, as the case may be, Union Dental and DDS agree (except to the extent that Issuer will otherwise consent in writing), that they will promptly notify Issuer of any event or occurrence or emergency which is not in the ordinary course of business and which is Material and adverse to the business of Union Dental or DDS.

4.2 Conduct of Business of Issuer.

During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Closing, as the case may be, Issuer agrees (except to the extent that Union Dental and DDS will otherwise consent in writing), that Issuer will promptly notify Union Dental and DDS of any event or occurrence or emergency which is not in the ordinary course of business and which is Material and adverse to the business of Issuer.

Article V Additional Agreements

5.1 Report on Form 8-K.

(A) Within four (4) days following the Closing Date, Issuer, with the assistance and cooperation of Union Dental's current officers, auditors, employees and legal counsel, will prepare and file with the Commission a current report on Commission Form 8-K (the "8-K Report") disclosing the Reorganization and containing information concerning Union Dental required by Commission Regulation S-B.

(B) The Parties will use their best efforts to secure the Commission's acceptance of Union Dental and DDS's audited financial statements, as complying with the requirements of Regulation S-B, and Union Dental and DDS will make any modifications to its financial statements suggested by the Commission; and, if required, will use best efforts to secure from the Commission required extensions of time in which to provide materials complying with Commission Regulation S-B, if necessary.

5.2 Consent of Union Dental's Stockholders.

Because each Union Dental and DDS Stockholder has independently made the decision to exchange all of his, her or its Union Dental and DDS Securities for shares of Issuer's common stock, no formal stockholder action by Union Dental or DDS will be required in conjunction with authorization of this Agreement or the Closing; however, each Union Dental and DDS Stockholder must have become a party to this Agreement.

5.3 Access to Information.

(A) Union Dental and DDS will afford Issuer and its accountants, counsel and other representatives, reasonable access during normal business hours during the period prior to the Closing to all of its properties, books, contracts, commitments and records; and other information concerning the business, properties and personnel of Union Dental and DDS as Issuer may reasonably request.

(1) Union Dental and DDS agree to provide to Issuer and its accountants, counsel and other representatives copies of internal financial statements promptly upon request.

(B) Issuer will afford Union Dental, DDS and their accountants, counsel and other representatives, reasonable access during normal business hours during the period prior to the Closing to all of its properties, books, contracts, commitments and records; and other information concerning the business, properties and personnel of Issuer as Union Dental and DDS may reasonably request.

(1) Issuer agrees to provide to Union Dental, DDS and their accountants, counsel and other representatives copies of internal financial statements promptly upon request.

(C) No information or Knowledge obtained in any investigation pursuant to this
Section 5.3 will affect or be deemed to modify any representation or warranty contained herein or the conditions to the obligations of the Parties to consummate the Reorganization.

5.4 Confidentiality.

(A) From the date hereof to and including the Closing Date, the Parties will maintain, and cause their directors, employees, agents and advisors to maintain, in confidence and not disclose or use for any purpose, except the evaluation of the transactions contemplated hereby and the accuracy of the respective representations and warranties of the Parties contained herein, information concerning the other Parties and obtained directly or indirectly from such Parties, or their directors, employees, agents or advisors, or as was in the possession of such Party prior to obtaining such information from such other Party as to which the fact of prior possession such possessing Party will have the burden of proof and such information as is or becomes:

(1) Available to the non-disclosing Party from third parties not subject to an undertaking of confidentiality or secrecy;

(2) Generally available to the public other than as a result of a breach by the non-disclosing party hereunder; or

(3) Required to be disclosed under applicable law.

(B) In the event that the transactions contemplated hereby will not be consummated, all such information which will be in writing will be returned to the Party furnishing the same, including to the extent reasonably practicable, copies or reproductions thereof which may have been prepared.

5.5 Expenses.

Whether or not the Reorganization is consummated, all expenses incurred in connection with the Reorganization and this Agreement will be the sole obligation of the Party incurring such expenses.

5.6 Public Disclosure.

Unless otherwise required by law, prior to the Closing Date no disclosure (whether or not in response to an inquiry) of the subject matter of this Agreement will be made by any Party unless approved by all Parties prior to release, provided that such approval will not be unnecessarily withheld, subject, in the case of Issuer, to Issuer's obligation to comply with applicable securities laws.

5.7 Consents.

The Parties will promptly apply for or otherwise seek, and use their best efforts to obtain, all consents and approvals required to be obtained by them for the consummation of the Reorganization; all of such consents and approvals being set forth in Schedule 5.7.

5.8 Legal Requirements.

The Parties will take all reasonable actions necessary to comply promptly with all legal requirements which may be imposed on them with respect to the consummation of the transactions contemplated by this Agreement and will promptly cooperate with and furnish information to any Party in connection with any such requirements imposed upon such other Party in connection with the consummation of the transactions contemplated by this Agreement and will take all reasonable actions necessary to obtain (and will cooperate with the other Parties in obtaining) any consent, approval, order or authorization of, or any registration, declaration or filing with, any Governmental Entity or other person, required to be obtained or made in connection with the taking of any action contemplated by this Agreement.

5.9 Best Efforts: Additional Documents and Further Assurances.

(A) Each of the Parties to this Agreement will use its best efforts to effectuate the transactions contemplated hereby and to fulfill and cause to be fulfilled the conditions to the Reorganization and the condition subsequent under this Agreement.

(B) Each Party, at the request of another Party, will execute and deliver such other instruments and do and perform such other acts and things as may be reasonably necessary or desirable for effecting completely the consummation of this Agreement and the transactions contemplated hereby.

5.10 Board of Directors.

Immediately following Closing, Dr. George D. Green will be elected to Issuer's board of directors and thereafter, Issuer will call its annual meeting of stockholders, nominating as director candidates such persons as the Stockholders shall deem appropriate.

Article VI Conditions to the Reorganization

6.1 Conditions to Obligations of Each Party to Effect the Reorganization.

The respective obligations of each party to this Agreement to effect the Reorganization will be subject to the satisfaction at or prior to the Closing Date of the following conditions:

(A) No Injunctions or Restraints: Illegality.

No temporary restraining order, preliminary or permanent injunction or other order issued by any court of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Reorganization will be in effect, nor will any proceeding brought by an administrative agency or commission or other governmental authority or instrumentality, domestic or foreign, seeking any of the foregoing be pending; nor will there be any action taken, or any statute, rule, regulation or order enacted, entered, enforced or deemed applicable to the Reorganization, which makes the consummation of the Reorganization illegal.

6.2 Additional Conditions to Obligations of Union Dental and DDS.

The obligations of Union Dental and DDS to consummate and effect this Agreement and the transactions contemplated hereby will be subject to the satisfaction at or prior to the Closing Date of each of the following conditions, any of which may be waived, in writing, exclusively by Union Dental and DDS:

(A) Representations, Warranties and Covenants.

The representations and warranties of Issuer in this Agreement will be true and correct in all material respects on and as of the Closing Date as though such representations and warranties were made on and as of such time and Issuer will have performed and complied in all Material respects with all covenants, obligations and conditions of this Agreement required to be performed and complied with by it as of the Closing Date.

(B) Certificate of Issuer.

Union Dental and DDS will have been provided with a certificate executed on behalf of Issuer by its President and its Chief Financial Officer, Treasurer or officer exercising such functions to the effect that, as of the Closing Date:

(1) All representations and warranties made by Issuer under this Agreement are true and complete in all material respects; and

(2) All covenants, obligations and conditions of this Agreement to be performed by Issuer on or before such date have been so performed in all Material respects.

(C) Satisfactory Form of Legal Matters.

The form, scope and substance of all legal and accounting matters contemplated hereby and all documents and other papers delivered hereunder prior to and on the Closing Date will be reasonably acceptable to counsel to Union Dental and DDS.

(D) Legal Opinion.

Union Dental and DDS will have received a legal opinion from legal counsel to Issuer, substantially in the form of Exhibit 6.2(D) hereto.

(E) No Material Adverse Changes.

There will not have occurred any event, fact or condition that has had or reasonably would be expected to have a Material adverse effect on Issuer.

(F) Tax Opinion.

(1) Union Dental will have received a written opinion from its tax advisors to the effect that the Reorganization will constitute a reorganization within the meaning of Section 368(a)(1)(B) of the Code. In rendering such opinion such tax advisor may rely on (and to the extent reasonably required, the Parties will make) reasonable representations related thereto.

6.3 Additional Conditions to the Obligations of Issuer.

The obligations of Issuer to consummate and effect this Agreement and the transactions contemplated hereby will be subject to the satisfaction at or prior to the Closing Date of each of the following conditions, any of which may be waived, in writing, exclusively by Issuer:

(A) Representations, Warranties and Covenants.

The representations and warranties of Union Dental and DDS in this Agreement will be true and correct in all Material respects on and as of the Closing Date as though such representations and warranties were made on and as of such time and Union Dental and DDS will have performed and complied in all Material respects with all covenants, obligations and conditions of this Agreement required to be performed and complied with by it as of the Closing Date.

(B) Certificate of Union Dental and DDS.

Issuer will have been provided with a certificate executed on behalf of Union Dental and DDS respectively by its President and Chief Financial Officer to the effect that, as of the Closing Date, all:

(1) Representations and warranties made by Union Dental and DDS respectively under this Agreement are true and complete in all Material respects; and

(2) Covenants, obligations and conditions of this Agreement to be performed by Union Dental and DDS respectively on or before such date have been so performed in all Material respects.

(C) Third Party Consents.

Any and all consents, waivers and approvals required from third parties relating to the contracts and agreements of Union Dental and DDS so that the Reorganization and other transactions contemplated hereby do not adversely affect the rights of, and benefits to, Union Dental and DDS thereunder will have been obtained.

(D) Satisfactory Form of Legal and Accounting Matters.

The form, scope and substance of all legal and accounting matters contemplated hereby and all documents and other papers delivered hereunder prior to and on the Closing Date will be reasonably acceptable to Issuer's counsel (provided that the condition subsequent concerning the compliance of information provided by Union Dental with the requirements of Commission Regulation S-B, on a timely basis, will survive the Closing).

(E) Legal Opinion.

Issuer will have received a legal opinion from legal counsel to Union Dental and DDS, in substantially the form of Exhibit 6.3(E) hereto.

(F) No Material Adverse Changes.

There will not have occurred any event, fact or condition that has had or reasonably would be expected to have a Material adverse effect on Union Dental or DDS.

(G) Non-accredited Investors.

There will be no stockholders of Union Dental or DDS who are not Accredited Investors.

6.4 Documents to be Delivered at Closing.

(A) By the Issuer

(1) Board of Directors Minutes authorizing the issuance of a certificate or certificates for 15,000,000 Shares, registered in the names of the Stockholders based upon their holdings in Union Dental and DDS as agreed to on Exhibit A.

(2) The resignation of all officers of Issuer.

(3) A Board of Directors resolution appointing such person as Stockholder's designate as a director(s) of Issuer.

(4) The resignation of all the directors of Issuer, except that of Stockholder's designee, dated subsequent to the resolution described in 6.4(A)(3), above.

(5) Audited financial statements of the Issuer filed with the SEC, which shall include a current balance sheet and statements of operations, stockholders equity and cash flows for the twelve month period then ended.

(6) All of the business and corporate records of Issuer, including but not limited to correspondence files, bank statements, checkbooks, savings account books, minutes of shareholder and directors meetings, financial statements, shareholder listings, stock transfer records, agreements and contracts.

(7) Such other minutes of Issuer's shareholders or directors as may reasonably be required by Stockholders.

(B) By Union Dental, DDS and the Stockholders

(1) Delivery to the Issuer, or to its Transfer Agent, the certificates representing 100% of the issued and outstanding stock of Union Dental and DDS.

(2) Consents signed by all the Stockholders of Union Dental and DDS consenting to the terms of this Agreement.

(3) Audited financial statements in form and substance, and prepared in accordance with, rules and regulations of the Commission and meeting the filing requirements for a transaction of this type.

Article VII Survival of Condition Subsequent, Representations and Warranties & Covenants

7.1 Survival of Condition Subsequent, Representations and Warranties & Covenant.

All conditions subsequent to the Reorganization and covenants to be performed after the Closing, and all representations and warranties in this Agreement or in any instrument delivered pursuant to this Agreement will survive the Closing and continue until the date the audit of Issuer's financial statements for the year ending May 31, 2004 has been completed and Issuer has received a signed opinion from its independent auditors certifying such financial statements (the "2004 Audit Date").

Article VIII Termination, Amendment and Waiver

8.1 Termination.

This Agreement may be terminated and the Reorganization abandoned at any time prior to the Closing Date, as follows:

(A) By mutual consent of the Parties.

(B) By Issuer if it is not in Material breach of its obligations under this Agreement and there has been a Material breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Union Dental or DDS and such breach has not been cured within 15 days after notice to Union Dental or DDS.

(C) By Union Dental or DDS if it is not in Material breach of its respective obligations under this Agreement and there has been a Material breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Issuer and such breach has not been cured within 15 days after notice to Issuer;

(D) By any Party if:

(1) The Reorganization has not occurred by December 31, 2004;

(2) There is a order of a federal or state court in effect preventing consummation of the Reorganization; or

(3) There will be any action taken, or any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable to the Reorganization by any Governmental Entity which would make consummation of the Reorganization illegal.

(E) Where action is taken to terminate this Agreement pursuant to this Section 8.1, it will be sufficient for such action to be authorized by the board of directors (as applicable) of the Party taking such action.

8.2 Effect of Termination.

In the event of termination of this Agreement as provided in Section 8.1, this Agreement will immediately become null and void and there will be no liability or obligation on the part of any Party or their respective officers, directors or stockholders, except if such termination results from the breach by a Party of any of its representations, warranties, covenants or agreements set forth in this Agreement (it being understood that termination of this Agreement because of failure of Union Dental or DDS to satisfy the condition set forth in
Section 6.3(A) as a result of the occurrence of a Post-Execution Event will not be deemed to be a termination resulting from such a breach of representation or warranty.)

8.3 Amendment.

(A) This Agreement may be amended by the Parties at any time before or after approval of matters presented in connection with the Closing by the stockholders of those Parties required by applicable law to so approve but, after any such stockholder approval, no amendment will be made which by law requires the further approval of stockholders of a party without obtaining such further approval.

(B) This Agreement may not be amended except by an instrument in writing signed on behalf of each of the Parties.

8.4 Extension & Waiver.

(A) At any time prior to the Closing any Party may, to the extent legally allowed:

(1) Extend the time for the performance of any of the obligations or other acts of the other Parties;

(2) Waive any inaccuracies in the representations and warranties made to such party contained herein or in any document delivered pursuant hereto; or

(3) Waive compliance with any of the agreements or conditions for the benefit of such Party contained herein.

(B) Any agreement on the part of a Party to any such extension or waiver will be valid only if set forth in an instrument in writing signed on behalf of such Party.

Article IX General Provisions

9.1 Interpretation.

(A) When a reference is made in this Agreement to Schedules or Exhibits, such reference will be to a Schedule or Exhibit to this Agreement unless otherwise indicated.

(B) The words "include," "includes" and "including" when used herein will be deemed in each case to be followed by the words "without limitation."

(C) The headings contained in this Agreement are for reference purposes only and will not affect in any way the meaning or interpretation of this Agreement.

(D) The captions in this Agreement are for convenience and reference only and in no way define, describe, extend or limit the scope of this Agreement or the intent of any provisions hereof.

(E) All pronouns and any variations thereof will be deemed to refer to the masculine, feminine, neuter, singular or plural, as the identity of the Party or Parties, or their personal representatives, successors and assigns may require.

(F) The Parties agree that they have been represented by counsel during the negotiation and execution of this Agreement (or waive its right to such representation) and, therefore, waive the application of any law, regulation, holding or rule of construction providing that ambiguities in an agreement or other document will be construed against the party drafting such agreement or document.

9.2 Notice.

(A) All notices, demands or other communications given hereunder will be in writing and will be deemed to have been duly given on the third business day after mailing by United States registered or certified mail, return receipt requested, postage prepaid, addressed as follows:

(1) To Issuer:

National Business Holdings, Inc. 4878 Ronson Ct., San Diego, CA 92111 Attention: Roger E. Pawson, CEO Telephone (858) 243-2615, Fax (858) 243-2615.

(2) To Union Dental:

Union Dental Corp.

1700 University Drive Suite 200, Coral Springs, FL 33071
Attention: Dr. George D. Green, President
Telephone (954) 575-2252; Fax (954) 344-8479;
e-mail docgreen@uniondental.com;

with a copy to

Kenneth S. Pollock, Esquire Newman, Pollock & Klein, LLP 2424 N. Federal Highway, Suite 411, Boca Raton, FL 33431 Telephone (561) 393-6168; Fax (561) 391-8856; e-mail kpollock@nkp-law.com.

(3) To DDS:

Direct Dental Services, Inc. 1700 University Drive, Suite 200, Coral Springs, FL 33071 Attention: Dr. George D. Green, President Telephone (954) 575-2252; Fax (954) 344-8479; e-mail docgreen@uniondental.com.

with a copy to

Kenneth S. Pollock, Esquire Newman, Pollock & Klein, LLP 2424 N. Federal Highway, Suite 411, Boca Raton, FL 33431 Telephone (561) 393-6168; Fax (561) 391-8856; e-mail kpollock@nkp-law.com.

or to the Stockholders at their respective addresses set forth herein or such other address or to such other person as any Party will designate to the other for such purpose in the manner hereinafter set forth.

(B) At the request of any Party, notice will also be provided by overnight delivery, facsimile transmission or e-mail, provided that a transmission receipt is retained.

9.3 Merger of All Prior Agreements Herein.

(A) This instrument, together with the instruments referred to herein, contains all of the understandings and agreements of the Parties with respect to the subject matter discussed herein.

(B) All prior agreements whether written or oral are merged herein and will be of no force or effect.

9.4 Survival.

The several representations, warranties and covenants of the Parties contained herein will survive the execution hereof and the Closing and will be effective regardless of any investigation that may have been made or may be made by or on behalf of any Party.

9.5 Severability.

If any provision or any portion of any provision of this Agreement, other than one of the conditions precedent or subsequent, or the application of such provision or any portion thereof to any person or circumstance will be held invalid or unenforceable, the remaining portions of such provision and the remaining provisions of this Agreement or the application of such provision or portion of such provision as is held invalid or unenforceable to persons or circumstances other than those to which it is held invalid or unenforceable, will not be affected thereby.

9.6 Governing Law.

This Agreement will be construed in accordance with the substantive and procedural laws of the State of Florida (other than those regulating Taxation and choice of law). 9.7 Indemnification.

(A) Each Party hereby irrevocably agrees to indemnify and hold the other Parties harmless from any and all liabilities and damages (including legal

or other expenses incidental thereto), contingent, current, or inchoate to which they or any one of them may become subject as a direct, indirect or incidental consequence of any action by the indemnifying Party or as a consequence of the failure of the indemnifying Party to act, whether pursuant to requirements of this Agreement or otherwise.

(B) In the event it becomes necessary to enforce this indemnity through an attorney, with or without litigation, the successful Party will be entitled to recover from the indemnifying Party, all costs incurred including reasonable attorneys' fees throughout any negotiations, trials or appeals, whether or not any suit is instituted.

9.8 Dispute Resolution.

(A) In any action between the Parties to enforce any of the terms of this Agreement or any other matter arising from this Agreement any proceedings pertaining directly or indirectly to the rights or obligations of the Parties hereunder will, to the extent legally permitted, be held in Broward County, Florida, and the prevailing Party will be entitled to recover its costs and expenses, including reasonable attorneys' fees up to and including all negotiations, alternative dispute resolution proceedings, trials and appeals, whether or not any formal proceedings are initiated.

(B) In the event of any dispute arising under this Agreement, or the negotiation thereof or inducements to enter into the Agreement, the dispute will, at the request of any Party, be exclusively resolved through the following procedures:

(1) First, the issue will be submitted to mediation before a mediation service in Broward County, Florida to be selected by lot from four alternatives to be provided, two by Issuer and two by Union Dental. The mediation efforts will be concluded within ten business days after their initiation unless the Parties unanimously agree to an extended mediation period;

(2) In the event that mediation does not lead to a resolution of the dispute then at the request of any Party, the Parties will submit the dispute to binding arbitration before an arbitration service located in Broward County, Florida to be selected by lot, from four alternatives to be provided, two by Issuer and two by Union Dental.

(3) Expenses of mediation will be borne equally by the Parties, if successful. Expenses, including reasonable attorneys' fees, of mediation, if unsuccessful, and of arbitration, will be borne by the Party or Parties against whom the arbitration decision is rendered. If the terms of the arbitral award do not establish a prevailing Party, then the expenses of unsuccessful mediation and arbitration will be borne equally by the Parties involved.

9.9 Benefit of Agreement.

The terms and provisions of this Agreement will be binding upon and inure to the benefit of the Parties, their successors, assigns, personal representatives, estate, heirs and legatees but are not intended to confer upon any other person any rights or remedies hereunder.

9.10 Further Assurances.

The Parties agree to do, execute, acknowledge and deliver or cause to be done, executed, acknowledged or delivered and to perform all such acts and deliver all such deeds, assignments, transfers, conveyances, powers of attorney, assurances, stock certificates and other documents, as may, from time to time, be required herein to effect the intent and purpose of this Agreement.

9.11 Counterparts.

(A) This Agreement may be executed in any number of counterparts.

(B) All executed counterparts will constitute one Agreement notwithstanding that all signatories are not signatories to the original or the same counterpart.

(C) Execution by exchange of facsimile transmission will be deemed legally sufficient to bind the signatory; however, the Parties will, for aesthetic purposes, prepare a fully executed original version of this Agreement which will be the document filed with the Commission.

9.12 Time of Essence.

Time is of the essence of this Agreement and of each and every provision hereof.

In Witness Whereof, Issuer, Union Dental, DDS and the Stockholders have caused this Agreement to be executed by themselves or their duly authorized respective officers, all as of the last date set forth below:

National Business Holdings, Inc.
(a Florida corporation)

                                By: /s/ Roger E. Pawson
                                   ------------------------
                                   Roger E. Pawson, President

Dated:   December 28, 2004

State of }
County of ___________ } ss.:

On this 28th day of December, 2004, before me, a notary public in and for the county and state aforesaid, personally appeared ___________________, to me known, and known to me to be the President of National Business Holdings, Inc., the above-described corporation, and to me known to be the person who executed the foregoing instrument, and acknowledged the execution thereof to be his free act and deed, and the free act and deed of National Business Holdings, Inc., for the uses and purposes therein mentioned.

In witness whereof, I have hereunto set my hand and affixed my notarial seal the day and year in this certificate first above written. My commission expires the ___day of ______________, ____.

Union Dental Corporation
(a Florida corporation)

                                 By: /s/Dr. George D. Green
                                    ---------------------------------
                                    Dr. George D. Green, President

Dated:  December 28, 2004

State of Florida }
County of Broward } ss.:

On this 28th day of December, 2004, before me, a notary public in and for the county and state aforesaid, personally appeared Dr. George D. Green, to me known, and known to me to be the President of Union Dental Corp., the above-described corporation, and to me known to be the person who executed the foregoing instrument, and acknowledged the execution thereof to be his free act and deed, and the free act and deed of Union Dental Corp., for the uses and purposes therein mentioned.

In witness whereof, I have hereunto set my hand and affixed my notarial seal the day and year in this certificate first above written. My commission expires the ___day of _______________, ____

Direct Dental Services, Inc.
(a Florida corporation)

                                 By: /s/Dr. George D. Green
                                    ---------------------------------
                                    Dr. George D. Green, President

Dated:  December 28, 2004

State of Florida }
County of Broward } ss.:

On this 28th day of December, 2004, before me, a notary public in and for the county and state aforesaid, personally appeared Dr. George D. Green, to me known, and known to me to be the President of Direct Dental Services, Inc. , the above-described corporation, and to me known to be the person who executed the foregoing instrument, and acknowledged the execution thereof to be his free act and deed, and the free act and deed of Direct Dental Services, Inc., for the uses and purposes therein mentioned.

In witness whereof, I have hereunto set my hand and affixed my notarial seal the day and year in this certificate first above written. My commission expires the ___day of _______________, ____

Stockholders

/s/ Dr. George D. Green
---------------------------------
Dr. George D. Green,
owner of 1,000  shares of common stock of Union Dental Corp.
And 7,500 shares of common stock of DDS.



Dated:   December 27, 2004

State of Florida }
County of Broward } ss.:

On this 27th day of December, 2004, before me, a notary public in and for the county and state aforesaid, personally appeared Dr. George D. Green, to me known, and known to me to be a stockholder of Union Dental Corp. and Direct Dental Services, Inc., the above-described corporations, and to me known to be the person who executed the foregoing instrument, and acknowledged the execution thereof to be his free act and deed, for the uses and purposes therein mentioned.

In witness whereof, I have hereunto set my hand and affixed my notarial seal the day and year in this certificate first above written. My commission expires the ___day of _______________, ____.

{seal}

EXHIBIT 2.4

ASSET PURCHASE AND SALE AGREEMENT

THIS ASSET AND SALE AGREEMENT (the "Agreement") is made and entered this 15th day of October, 2004, by and between UNION DENTAL CORP., a Florida Corporation (hereinafter referred to as the "Purchaser"), and GEORGE D. GREEN, D.D.S., P.A., a Florida professional corporation (hereinafter referred to as the "Seller" and collectively referred to as the "Sellers"). Seller and Purchaser are sometimes herein referred to collectively as the "Parties" and singularly as the "Party".

RECITALS:

WHEREAS, Seller operates a dental practice (the "Practice") and a dental network marketing company (the "Marketing Company") located at 200 N. University Drive, Suite 200 and 304 respectively, Coral Springs, Florida 33071 (sometimes hereinafter referred to as the "premises"); and

WHEREAS, Seller desire to sell, and Purchaser wishes to purchase, certain of the assets of Seller used in the operation of the Practice and Marketing Company at the Premises, including cash and funds held in bank accounts as of the date of the closing, upon the terms and conditions and for the price hereinafter provided.

NOW, THEREFORE, in consideration of the mutual covenants, representations and warranties contained in this Agreement, and for the good an valuable consideration paid by the parties hereto to the other, the receipt and sufficiency of which is hereby acknowledged, the Parties hereto agree as follows:

NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants, representations and warranties contained in this Agreement, and for other good and valuable consideration paid by the Parties hereto to the other, the receipt and sufficiency of which is hereby acknowledged, the Parties hereto agree as follows:

1. Recitations. The aforesaid recitations are true and correct and are incorporated by reference herein.

2. Sale of Assets. Subject to the terms and conditions contained herein, on the Closing Date (as hereinafter defined), Seller agrees to sell, convey, transfer and deliver to the Purchaser, and the Purchaser agrees to purchase from the Seller, only the assets set for on Exhibit "A" attached hereto and made a part hereof (collectively hereinafter referred to as the "Assets"), free and clear of all liens, claims, pledges and encumbrances of any kind, character and description

3, No Assumption of Liabilities. The Assets shall be conveyed by Seller to Purchaser, with general warranties of title, free and clear of any and all liens, security agreements, claims and encumbrances, except as otherwise provided herein the debts listed on Exhibit B" (collectively hereinafter referred to as the "Debts"), and Purchaser shall not be deemed to have assumed or to have taken any other assets of Seller to be liable and responsible for satisfying and discharging and liabilities and obligations of Seller, whether known or unknown, mature or contingent other than provided for in Exhibit B.

4. Purchase Price and Payment. The aggregate purchase price (Purchase Price") payable by Purchaser for the Assets shall be One Million Dollars ($ 1,000,000.00) Dollars, shall be payable by delivery of Purchaser's Promissory Note (the "Note") in the amount of the Purchase Price with interest thereon of five percent (5%) per annum, and which note shalkl contain, among other matters, that principal and interest be payable in 10 (10) equal yearly installments.

5. Date and Place of Closing.The closing ("Closing") shall be effective on the date of the execution of this Agreement (the "Closing Date") and shall take place at the office of Purchaser's attorney, located at 7805 S.W. 8th Court, Plantation, Florida 33324, or at such other place as may be mutually agreed by the arties. The Closing shall take place simultaneously with the execution of this Agreement.

6. Documents for Closing. Sellers will execute such deeds, bills of sale, endorsements, assignments, and other good and sufficient instruments of conveyance and transfer in the form satisfactory to Purchaser's attorney, and containing full warranties of title, which instruments shall be effective to vest title in Purchaser, good, absolute and marketable title in the Assets being transferred herein free and clear of all liens, charges, and encumbrances, and restrictions whatsoever, except as list in Exhibit "B" of this Agreement.

7. Warranties and Representations. Sellers represent and warrant to Purchaser, which representations and warranties will be correct and complete as of the Closing Date, as follows:

(a) Organization, Power and Standing. Seller is duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation, and has all requisite power and authority to own the Assets and to conduct its Practice as now being conducted.

(b) Authorization of Transaction; Binding Effect. Seller has all requisite power and authority to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of, and performance of its obligations under, this Agreement by Seller has been duly authorized by all requisite action on the part of Seller. This Agreement constitutes a valid and binding obligation of Seller enforceable against it in accordance with its terms.

(c) Approvals. No consent, approval, order or authorization of, or registration, declaration or filing with, any person, governmental authority or governmental accrediting body having jurisdiction is required in connection with the execution and delivery of this agreement by Seller or the consummation by Seller of the transactions contemplated hereby.

(d) Litigation. There are no claims, actions, suits or proceedings (arbitration or otherwise) pending, or, to the best of Seller's knowledge, threatened against Seller with respect to Seller's Practice or the Assets at law or in equity in any court or before or by any governmental authority. Seller is not in default in respect of any judgment, order, writ, injunction or decree of any court or other governmental authority with respect to the Assets or the Practice of Seller or the transactions contemplated by this Agreement.

(e) Title to Asset. At time of Closing, Seller is the owner of and has good and marketable title to the Assets as above described, free and clear of all liens and encumbrances, except as hereinafter set forth, at time of Closing, and is with full authority to sell the Assets as set forth in Paragraph 1 above.

(f) Taxes. There are no Federal, State or local or other taxes owed which could constitute or give rise to any lien upon the Assets being transferred in connection with this transaction, impose any liability upon Purchaser or the Assets being transferred, or prevent the closing of this transaction, nor will there be at Closing.

(g) Contracts. Seller has entered into no contracts to sell, encumber or mortgage the Assets or any portion thereof, except as otherwise described in this Agreement.

(h) Condition of Assets. The Assets purchased under this Agreement shall be in good working condition as of the time of the Closing. In the event that any of the aforesaid items shall be found to be in need of repair, Seller shall, prior to the closing at Seller's expense, repair the property to working condition. At Purchaser's option, Purchaser may accept a credit from Seller for the cost of said repairs, which credit shall be applied against the cash portion of the Purchase Price required at the Closing,

(i) Full Disclosure. No representation or warranty by Seller in this Agreement, whether in this Section 8 or otherwise, nor any statement, schedule or certification furnished, or to be furnished, to Purchaser pursuant hereto or in connection with the transactions contemplated hereby, contains, or will contain, any untrue statement of a material fact, or omits, or will omit, to state a material fact necessary to make the statements contained therein not misleading.

8. Warranties and Representations of Purchaser. Purchaser represents and warrants to Seller, which representations and warranties will be correct and complete as of the Closing Date, as follows:

(a) Organization, Power and Standing. Purchaser is duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation.

(b) Authorization of Transaction: Binding Effect. Purchaser has all requisite power and authority to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of, and performance of its obligations under, this Agreement by Purchaser has been duly authorized by all requisite action on the part of Purchaser. This Agreement constitutes a valid and binding obligation of Purchaser enforceable against it in accordance with its terms.

(c) Approval. No consent, approval, order or authorization of, or registration, declaration or filing with, any person, governmental authority or governmental accrediting body having jurisdiction is required in connection with the execution and delivery of this Agreement by Purchaser or the consummation by Purchaser of the transactions contemplated hereby.

(d) Litigation. There are no claims, actions, suits or proceedings (arbitration or otherwise) pending, or, to the best of Purchaser's knowledge, threatened against Purchaser with respect ~o Purchaser's business at law or in equity in any court or before or by any governmental authority. Purchaser is not in default in respect of any judgment, order, writ, injunction or decree of any court or other governmental authority with respect to the business of Purchaser or the transactions contemplated by this Agreement.

9. Seller's Indemnification.

(a) Seller shall defend, indemnify, save and keep Purchaser, its officers, directors, managers members, assigns, its lenders and their respective officers and directors and successors and assigns, forever harmless against and from assigns, forever harmless against and from all liabilities, demands, claims, actions or causes of action, assessments, losses, fines, penalties, costs, damages and expenses, including reasonable attorneys' and expert witness fees (collectively, "Indemnifiable Matters") sustained or incurred By Purchaser, its lenders and their respective successors or assigns, as a result of or arising out of or by virtue of:

(i) The failure of Seller to comply with, or the breach by Seller of any representation, warranty or covenant of, this Agreement to be performed by Seller (including, without limitation, this Section); or

(ii) Any third party claim or action arising prior to the date of Closing relating to the Assets; or

(iii) Any liability arising from filing information with the Internal Revenue Service, or Florida Department of Revenue; or

(iv) Any and all tax liabilities of Seller with regard to the Assets being sold hereunder, including but not limited to, personal property, sales and use taxes, and any transferee liabilities imposed by any Federal, State or local taxing authorities; or

(v) Together with any incidental expenses incurred by Purchaser in defending all actions, suits, proceedings, demands, assessments, judgment, costs and expenses incidental to any of the foregoing.

(b) Purchaser's Indemnification. Purchaser agrees to indemnify, defend and hold harmless Seller from and against all Indemnifiable Matters reasonably and proximately incurred by Seller as a result of (i) any breach of any representation or warranty made by Purchaser in this Agreement or any certificate delivered pursuant to this Agreement to Seller, or (ii) any breach of or failure to perform any covenant or agreement of Purchaser as required by this Agreement, or (iii) any third party claim or action arising after the date of Closing relating to the Assets.

(c) Matters Involving Third Parties.

(i) If any third party shall notify any Party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against any other Party (the "Indemnifying Party") under this Section 1O, then the Indemnified Party shall promptly notify the Indemnifying Party thereof in writing; provided. however, that no delay on the part of the Indemnified Party in notifying the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is materially prejudiced in defending any such claim.

(ii) Any Indemnifying Party will have the right to assume the defense of the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party, so long as (A) the Indemnifying Party notifies the Indemnified Party in writing within thirty (30) days after the Indemnified Party has given notice of the Third Party Claim, that the Indemnifying Party elects to assume such defense, and (B) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief; provided, however, that the Indemnifying Party must conduct the ""'defense of the Third Party Claim actively and diligently thereafter in order to preserve its rights in this regard, and provided, further that the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim.

(iii) So long as the Indemnifying Party elected to assume and is conducting the defense of the Third Party Claim in accordance with (ii) above, (A) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party (not to be withheld unreasonably), and (8) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party (not to be withheld unreasonably).

(iv) In the event none of the Indemnifying Parties assumes and conducts the Thirty Party Claim in accordance with (ii) above (A) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, the Indemnifying Party in connection therewith), (8) the Indemnifying Party will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses), and (C) the Indemnifying Party will remain responsible for any damages or losses the Indemnified Party may suffer resulting from arising out of, or otherwise relating to the Third Party Claim to the fullest extent provided in this Section 10.

10. Miscellaneous.

(a) Notices. All notices, requests, demands, claims and other communications hereunder shall be in writing, and shall be deemed duly given if (and then two (2) business days after) sent by registered or certified mail, return receipt requested, postage prepaid, and addressed to the intended recipient as set forth below:

If to Sellers:            GEORGE D. GREEN, D.D.S., P .A.
                          1700 University Drive,
                          Suite 200
                          Coral Springs, Florida 33071



If to Purchaser:          UNION DENTAL CORP.
                          1700 University Drive
                          Suite 304
                          Coral Springs, Florida 33071

Any Party may send any notice, request, demand, claim, or other communication hereunder to the intended recipient at the address set forth above using any other means (Including personal delivery, expedited courier, messenger service, telecopy, telex, ordinary mail, or electronic mail), but the same shall not be deemed to have been duly given unless and until it actually is received by the intended recipient. Any Party may change the address to which notices and other communications hereunder are to be delivered by giving the other Parties notice in the manner herein set forth.

(b) Consent to Jurisdiction and Service of Process. Any claim arising out of or relating to this Agreement shall be instituted in any Federal or State court in the county of Broward and State of Florida, and each Party agrees not to assert, by way of motion, as a defense or otherwise in any such claim, that it is not subject personally to the jurisdiction of such court, that the claim is brought in an inconvenient forum, that the venue of the claim is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court. Each Party further irrevocably submits to the jurisdiction of such courts in any such claim. Any and all service of process and any other notice in any such claim shall be effective against any Party if given personally or by

registered or certified mail, return receipt requested, or by any other means of mail that requires a signed receipt, postage prepaid, mailed to such Party as herein provided. Nothing herein contained shall be deemed to affect the right of any Party to serve process in any manner permitted by law or to commence legal proceedings or otherwise against any other Party in any other jurisdiction.

(c) Successors and Assigns. This Agreement and the various rights and obligations arising hereunder shall inure to the benefit of and be binding upon Seller, its respective successors and permitted assigns, and Purchaser and its successors and permitted assigns. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be transferred or assigned (by operation of law or otherwise) by any of the Parties without the prior written consent of the other Party except that Seller or Purchaser shall have the right to assign its rights hereunder to an affiliate of Seller. Any transfer or assignment of any of the rights, interests or obligations hereunder in violation of the terms hereof shall be void and of no force or effect.

(d) Expenses. Each Party shall be responsible for and shall pay its own expenses incidental to the execution and delivery of, and the performance of its obligations under, this Agreement, including the consummation of the transactions contemplated hereby, regardless of whether the acquisition is consummated or this Agreement is terminated.

(e) Entire Agreement: Governing Law: Amendments: etc. This Agreement (i) constitutes the entire agreement and supersedes all other prior and contemporaneous agreements and understandings, both written and oral, among the Parties with regard to the subject matter hereof, (ii) except as specifically provided for herein is not intended to confer upon any person not a party any rights or remedies hereunder or with respect to the subject matter hereof, (iii) shall be governed by, and construed and enforced in accordance with, the internal substantive laws (but not the law governing choice of law) of the State of Florida, (iv) may be executed in two or more counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute a single agreement, (v) may be amended only by a document ., signed by all of the Parties hereto and (vi) may be waived with respect to any provision only by a document signed by the Party entitled to the benefit of such provision.

(f) Headings. The article, section and subsection headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement (or any provision thereof).

(g) Delays or Omissions; Waiver. No delay or omission to exercise any rights, power or remedy accruing to any Party hereto, upon any breach or default of any other Party under this Agreement, shall impair any such right, power or remedy of such Party nor shall it be construed to be a waiver of, or estoppel with respect to, any such breach or default, or an acquiescence therein, or of or in any similar breach or default thereafter occurring; nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring. Any waiver, permit, consent or approval of any kind or character on the part of any Party hereto of any breach or default under this Agreement, or any waiver on the part of any Party of any provisions, obligations, covenants, agreements or conditions of this Agreement must be made in writing and shall be effective only to the extent otherwise afforded to any Party, shall be cumulative and not alternative. Whenever this Agreement requires or permits consent by or on behalf of any Party hereto, such consent shall be given in writing.

(h) Severability. Unless otherwise provided herein, if any provision of this Agreement shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

(i) Attorneys' Fees. If any Party to this Agreement seeks to enforce the terms and provisions of this Agreement, then the prevailing Party in such action shall be entitled to recover from the losing party all costs in connection with such action, including, without limitation, reasonable attorneys' fees, expenses and costs incurred at the administrative, trial, bankruptcy and all appellate levels.

(j) No Construction Against Draftsmen. The Parties hereto acknowledge that this is a negotiated Agreement, and that in no event shall the terms hereof be construed against either Party on the basis that such Party, or its counsel, drafted this Agreement.

(k) No Reliance. No third party is entitled to rely on any of the representations, warranties and agreements of the Parties hereto contained in this Agreement; and the Parties assume no liability to any third party because of any reliance on the representations, warranties and agreements of the Parties hereto contained in this Agreement.

(l) Further Instruments and Actions. Each Party hereto shall deliver ;an~ further instruments and take any further action that may be reasonably requested by the other in order to carry out the provisions and purposes of this Agreement.

(m) Survival Clause. All agreements, representations, warranties or covenants contained in the Agreement shall survive the Closing of this transaction.

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed and dated as of the date and year first above written.

Sellers:

GEORGE D. GREEN, D.D.S., P.A.
a Florida professional corporation

BY: /s/ Dr. George D. Green
-----------------------------
Its:  President

Purchaser:

UNION DENTAL CORP.

By: /s/ Dr. George D. Green
------------------------------
Its: President

Exhibit "A"

All Assets associated with Sellers business with the exception of the Patient List of the Dental Practice which shall remain the property of Dr. George D. Green.

The Purchase Price has been determined to be One Million Two Hundred Eighty Five Thousand Six Hundred Twenty Three Dollars and no cents ($1,285,623.00) less the shareholder loan owed by Dr. George D. Green in the amount of $285,623.00.

Date:                October 15, 2004

Borrower:            Union Dental Corp.

Borrower's Address:  1700 University Drive
                     Coral Springs, FL 33071

Payee:               Dr. George D. Green

Place for Payment:   Union Dental Corp.
                     1700 University Dr., Suite 304
                     Coral Springs, FL        33071

Principal Amount:   $1,000,000.00

Term:               Ten (10) years

Yearly Payments:    $100,000.00  plus  accrued  interest at the rate of five (5)
                    percent per annum.

INTEREST RATE: Annual interest rate shall be five percent (5%) per annum. Any unpaid accrued balance in default of payment shall be at the maximum rate allowed under the laws of the State of Florida. PAYMENT TERMS: This Note is due and payable as follows, to-wit: Ten (10) equal yearly payments of $100,000.00 principal plus interest. The first such payment due and payable on the 27th day of October, 2005, and a like installment shall be due and payable on the same day of each succeeding month thereafter until the total principal of One Million Dollars $ 1,000,000.00 principal is paid in full. If each payment is not paid on time, the remaining balance will be subject to the maximum amount of interest permitted by the Laws of the State of Florida.

BORROWER'S PRE-PAYMENT RIGHT. Borrower reserves the right to prepay this Note in whole or in part, prior to maturity, without penalty. PLACE FOR PAYMENT. Borrower promises to pay to the order of Payee at the place for payment and according to the terms for payment the principal amount plus interest at the rates stated above. All unpaid amounts shall be due by the final scheduled payment date.

DEFAULT AND ACCELERATION CLAUSE. If Borrower defaults in the payment of this Note or in the performance of any obligation, and the default continues after Payee gives Borrower notice of the default and the time within which it must be cured, as may be required by law or written agreement, then Payee may declare the unpaid principal balance and earned interest on this Note immediately due. Borrower and each surety, endorser, and guarantor waive all demands for payment, presentation for payment, notices of intentions to accelerate maturity, notices of acceleration of maturity, protests, and notices of protest, to the extent permitted by law.

INTEREST ON PAST DUE INSTALLMENTS AND CHARGES. All past due installments of principal and/or interest and/or all other past-due incurred charges shall bear interest after maturity at the maximum amount of interest permitted by the Laws of the State of Florida until paid. Failure by Borrower to remit any payment by the 15th day following the date that such payment is due entitles the Payee hereof to declare the entire principal and accrued interest immediately due and

payable. Payee's forbearance in enforcing a right or remedy as set forth herein shall not be deemed a waiver of said right or remedy for a subsequent cause, breach or default of the Borrower's obligations herein.

INTEREST. Interest on this debt evidenced by this Note shall not exceed the maximum amount of non-usurious interest that may be contracted for, taken, reserved, charged, or received under law; any interest in excess of the maximum shall be credited on the principal of the debt or, if that has been paid, refunded. On any acceleration or required or permitted prepayment, any such excess shall be canceled automatically as of the acceleration or prepayment or, if already paid, credited on the principal of the debt or, if the principal of the debt has been paid, refunded. This provision overrides other provisions in this instrument (and any other instruments) concerning this debt.

FORM OF PAYMENT. Any check, draft, Money Order, or other instrument given in payment of all or any portion hereof may be accepted by the holder and handled in collection in the customary manner, but the same shall not constitute payment hereunder or diminish any rights of the holder hereof except to the extent that actual cash proceeds of such instruments are unconditionally received by the payee and applied to this indebtedness in the manner elsewhere herein provided.

ATTORNEY'S FEES. If this Note is given to an attorney for collection or enforcement, or if suit is brought for collection or enforcement, or if it is collected or enforced through probate, bankruptcy, or other judicial proceeding, then Borrower shall pay Payee all costs of collection and enforcement, including reasonable attorney's fees and court costs in addition to other amounts due.

SEVERABILITY. If any provision of this Note or the application thereof shall, for any reason and to any extent, be invalid or unenforceable, neither the remainder of this Note nor the application of the provision to other persons, entities or circumstances shall be affected thereby, but instead shall be enforced to the maximum extent permitted by law.

BINDING EFFECT. The covenants, obligations and conditions herein contained shall be binding on and inure to the benefit of the heirs, legal representatives, and assigns of the parties hereto.

DESCRIPTIVE HEADINGS. The descriptive headings used herein are for convenience of reference only and they are not intended to have any effect whatsoever in determining the rights or obligations under this Note.

CONSTRUCTION. The pronouns used herein shall include, where appropriate, either gender or both, singular and plural.

GOVERNING LAW. This Note shall be governed, construed and interpreted by, through and under the Laws of the State of Florida. Borrower is responsible for all obligations represented by this Note.

EXECUTED this 15th Day of October, 2004.

Union Dental Corp.

By:  /s/ Dr. George D. Green
-------------------------------
Its: President