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EXHIBIT C

IN THE UNITED STATES BANKRUPTCY COURT FOR THE NORTHERN DISTRICT OF TEXAS DALLAS DIVISION IN RE: ALL SMILES DENTAL CENTER, INC., ET AL., DEBTORS. CASE NO. 12-32925-HDH-11 (JOINTLY ADMINISTERED)

FIRST INTERIM ORDER (I) (A) AUTHORIZING SECURED POST-PETITION FINANCING PURSUANT TO 11 U.S.C. 105, 362 AND 364(C) AND(D) (B) GRANTING SECURED INTERESTS, SUPERPRIORITY CLAIMS, AND ADEQUATE PROTECTION, AND (C) AUTHORIZING THE DEBTORS' USE OF CASH COLLATERAL; AND (II) SCHEDULING A FINAL HEARING PURSUANT TO BANKRUPTCY RULE 4001(C) This matter coming before the Court on the Emergency Motion of Debtors (the "Motion") for Interim and Final Orders (I) (A) Authorizing Secured Post-Petition Financing Pursuant to 11 U.S.C. 105, 362 and 364(c) and(d); (B) Granting Secured Interests,
_____________________________________________________________________________________________________________________ First Interim Order (1) Authorizing Secured Post-Petition 1 1757794 v2 (72575.00006.000) Financing Pursuant to 11 U.S.C. 105, 362 and 364(c) and(d) (B) Granting Secured Interests, Superpriority Claims, and Adequate Protection, and (C) Authorizing the Debtors' Use of Cash Collateral; and (II) Scheduling a final Hearing Pursuant to Bankruptcy Rule 4001(c)

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Superpriority Claims, and Adequate Protection, and (C) Authorizing the Debtors' Use of Cash Collateral; and (II) Scheduling a final Hearing Pursuant to Bankruptcy Rule 4001(c) (the "Motion") filed on May 2, 2012, by All Smiles Dental Center, Inc. ("All Smiles") and its subsidiary debtors (collectively, the "Debtors"), as debtors and debtors-in-possession in the above-captioned chapter 11 cases (collectively, the "Cases"), pursuant to sections 105, 361, 362, 363(e), 364(c)(2) and 364(d)(1) of title 11 of the United States Bankruptcy Code, 11 U.S.C. 101, et seq. (the "Bankruptcy Code") and Rules 2002, 4001(c), and 9014 of the Federal Rules of Bankruptcy Procedure (the "Bankruptcy Rules"). Pursuant to Bankruptcy Rule 4001(c), notice (the "Notice") of the Motion and of the relief requested therein was given to the Official Service List and a preliminary, emergency hearing on the Motion (the "Emergency Hearing") was held before this Court on May _____, 2012. Having reviewed and considered the Motion, together with all declarations and other documents filed in support thereof, having completed the Emergency Hearing in accordance with sections 363 and 364 of the Bankruptcy Code, Bankruptcy Rule 4001 and Local Rules 4001-1 and 4001-2, upon all of the pleadings filed with this Court, and after due deliberation and consideration and sufficient cause appearing therefor: THE COURT HEREBY MAKES THE FOLLOWING FINDINGS OF FACTS AND CONCLUSIONS OF LAW: A. Petitions. On May 2, 2012 (the "Petition Date"), the Debtors filed with this Court

voluntary petitions for relief (the "Petitions") under chapter 11 of the Bankruptcy Code. The Debtors continue to operate their businesses and manage their properties as debtors-inpossession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code. An official

_____________________________________________________________________________________________________________________ First Interim Order (1) Authorizing Secured Post-Petition 2 1757794 v2 (72575.00006.000) Financing Pursuant to 11 U.S.C. 105, 362 and 364(c) and(d) (B) Granting Secured Interests, Superpriority Claims, and Adequate Protection, and (C) Authorizing the Debtors' Use of Cash Collateral; and (II) Scheduling a final Hearing Pursuant to Bankruptcy Rule 4001(c)

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committee of unsecured creditors (the "Committee") has not been appointed in these Cases. No request has been made for the appointment of a trustee or examiner. B. Jurisdiction and Venue. The Court has jurisdiction over this proceeding and the

parties and property affected hereby pursuant to 28 U.S.C. 157(b) and 1334. Consideration of the Motion is a "core" proceeding as defined in 28 U.S.C. 157(b)(2)(A), (D), and (M). Venue of the Cases and the Motion in this Court is proper pursuant to 28 U.S. 1408 and 1409. C. Post-Petition Lenders. ASDC Holdings, Inc. is referred to herein as the "Post-

Petition Lender." D. Cash Collateral. For purposes of this Order, "Cash Collateral" shall consist of all

of the respective property of the Debtors that constitutes cash collateral in which any PostPetition Lender has an interest as provided in section 363(a) of the Bankruptcy Code, and shall include, without limitation: (i) all cash proceeds arising from the collection, sale, lease or other disposition, use or conversion of any property upon which any PostPetition Lender holds a lien or a replacement lien, whether as part of its pre-petition collateral or pursuant to an order of the Court or applicable law or otherwise, and whether such property that has been converted to cash existed as of the commencement of these Cases or arose or was generated thereafter; and all of the respective deposits, refund claims and rights in retainers of the Debtors upon which any Post-Petition Lender holds a lien or replacement lien, whether as part of its pre-petition collateral or pursuant to an order of the Court or applicable law or otherwise.

(ii)

The Debtors are authorized to use Cash Collateral and the proceeds of the post-petition loans made by the Post-Petition Lender that are authorized and approved herein (the "DIP Loans"), in each case solely in accordance with, and pursuant to, the terms and provisions of this Order and the attached DIP Term Sheet.
_____________________________________________________________________________________________________________________ First Interim Order (1) Authorizing Secured Post-Petition 3 1757794 v2 (72575.00006.000) Financing Pursuant to 11 U.S.C. 105, 362 and 364(c) and(d) (B) Granting Secured Interests, Superpriority Claims, and Adequate Protection, and (C) Authorizing the Debtors' Use of Cash Collateral; and (II) Scheduling a final Hearing Pursuant to Bankruptcy Rule 4001(c)

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E.

DIP Financing. The Debtors' use of Cash Collateral and borrowing of DIP Loans,

in each case pursuant to the terms of the DIP Term Sheet and this Order, are collectively referred to herein as the "DIP Financing." The Debtors have requested from Post-Petition Lender, and Post-Petition Lender is willing to provide, the DIP Financing to the Debtors pursuant to, and in accordance with, the terms and conditions set forth in the DIP Term Sheet and this Order. F. Need for Post-Petition Financing Based on Current Budget Projections. Based on

current budget projections, the Debtors do not have sufficient available sources of working capital or cash to operate their businesses without the proposed DIP Financing from the PostPetition Lender. The ability of the Debtors to immediately obtain sufficient working capital and liquidity through the DIP Financing is vital to the preservation and maximization of the value of the Debtors' assets and properties. Absent the granting of emergency and interim relief as requested herein, the Debtors and their estates will suffer immediate and irreparable harm. G. Post-Petition Lender's Willingness to Provide Emergency DIP Financing. From

the date of this Order through the earlier of June 4, 2012, or the date of entry of the next Interim Order (the "Emergency Financing Period"), the Post-Petition Lender is willing to make DIP Loans to the Debtors to fund disbursements reflected in the Approved Budget (as defined below), subject to the terms and conditions set forth in the DIP Term Sheet and this Order. The Post-Petition Lender's willingness to provide, and consent to, the DIP Financing is conditioned upon, among other things, the entry of this Order. H. Business Judgment/Fair and Reasonable Terms/Good Faith. The terms and

conditions set forth in the DIP Term Sheet and this Order are fair, just and reasonable under the circumstances, are ordinary and appropriate for secured financing to debtors-in-possession, reflect the Debtors' exercise of their prudent business judgment consistent with their fiduciary
_____________________________________________________________________________________________________________________ First Interim Order (1) Authorizing Secured Post-Petition 4 1757794 v2 (72575.00006.000) Financing Pursuant to 11 U.S.C. 105, 362 and 364(c) and(d) (B) Granting Secured Interests, Superpriority Claims, and Adequate Protection, and (C) Authorizing the Debtors' Use of Cash Collateral; and (II) Scheduling a final Hearing Pursuant to Bankruptcy Rule 4001(c)

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duties, and are supported by reasonably equivalent value and fair consideration. The PostPetition Lender has acted in good faith in agreeing to extend, and in consenting to the extension of, the DIP Financing to the Debtors in accordance with the DIP Term Sheet and this Order. The agreements and arrangements authorized in this Order have been negotiated at arms' length with all parties represented by experienced counsel, are enforceable in accordance with their terms and have been entered into in good faith. Any credit extended and loans made to any Debtor by the respective Post-Petition Lender pursuant to this Order shall be deemed to have been extended in good faith, as that term is used in section 364(e) of the Bankruptcy Code. I. Good Cause. The relief requested in the Motion is necessary, essential, and

appropriate and is in the best interest of, and will benefit, the Debtors, their creditors, and their estates as its implementation will, among other things, provide the Debtors with the necessary liquidity to (i) avoid immediate and irreparable harm to the Debtors, their creditors, their businesses, their employees, and their assets; and (ii) preserve and maximize the value of the Debtors' assets. J. Immediate Entry. Sufficient cause exists for immediate entry of this Order. The

permission granted herein on an interim basis to use Cash Collateral and obtain the DIP Financing in accordance with the terms and conditions set forth in the DIP Term Sheet and this Order is necessary to avoid immediate and irreparable harm to the Debtors. The Court concludes that entry of this Order is in the best interests of the Debtors' respective estates and creditors as its implementation will, among other things, allow the Debtors to maximize the value of their assets for the benefit of their estates and creditors.

_____________________________________________________________________________________________________________________ First Interim Order (1) Authorizing Secured Post-Petition 5 1757794 v2 (72575.00006.000) Financing Pursuant to 11 U.S.C. 105, 362 and 364(c) and(d) (B) Granting Secured Interests, Superpriority Claims, and Adequate Protection, and (C) Authorizing the Debtors' Use of Cash Collateral; and (II) Scheduling a final Hearing Pursuant to Bankruptcy Rule 4001(c)

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THEREFORE, IT IS HEREBY ORDERED, ADJUDGED AND DECREED THAT: 1. Motion Granted. The Motion is granted on an interim basis in accordance with

Bankruptcy Rule 4001(b) and (c) and solely as provided in this Order. 2. Use of Cash Collateral. Subject to the terms and conditions set forth in this Order

and the DIP Term Sheet, the Debtors are hereby authorized to use Cash Collateral pursuant to section 363(c)(2) of the Bankruptcy Code. 3. Authorization to Borrow DIP Loans. Subject to the terms and conditions of the

DIP Term Sheet and this Order, the Debtors are hereby immediately authorized and empowered to borrow and obtain DIP Loans and to incur DIP Indebtedness from the Post-Petition Lender pursuant to the terms and conditions set forth therein and in this Order. 4. Maximum Amount of Borrowing. The maximum outstanding principal amount

of the DIP Loans that can be borrowed by the Debtors pursuant to this Order shall not exceed $1,000,000 in the aggregate. Any additional advances contemplated by the DIP Term Sheet must be approved by an additional interim or Final Order of the Court. 5. Compliance With Approved Budget. Attached as Exhibit B is a detailed weekly

budget entitled "Initial Approved Budget," which sets forth all projected cash receipts and disbursements on a weekly basis for the time period from and including the Petition Date through and including May 15, 2012 (the "Initial Approved Budget"). The Debtors represent that the Initial Approved Budget is achievable and will allow the Debtors to operate in these Cases without the accrual of substantial unpaid administrative operating expenses. The Initial Approved Budget is an integral part of this Order and has been relied upon by Post-Petition Lender in deciding to consent to the entry of this Order and to provide, and consent to, the DIP Financing. The Initial Approved Budget may be modified or supplemented from time to time
_____________________________________________________________________________________________________________________ First Interim Order (1) Authorizing Secured Post-Petition 6 1757794 v2 (72575.00006.000) Financing Pursuant to 11 U.S.C. 105, 362 and 364(c) and(d) (B) Granting Secured Interests, Superpriority Claims, and Adequate Protection, and (C) Authorizing the Debtors' Use of Cash Collateral; and (II) Scheduling a final Hearing Pursuant to Bankruptcy Rule 4001(c)

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without further order of this Court by additional budgets (covering any time period covered by a prior budget or covering additional time periods) to which the Debtors and Post-Petition Lender agree in writing in their respect sole discretion (each such additional budget, a "Supplemental Approved Budget"). The aggregate, without duplication, of all cash receipts and disbursements set forth in the Initial Approved Budget and any and all Supplemental Approved Budgets shall collectively constitute the "Approved Budget." The Debtors are permitted to use proceeds of DIP Loans, Cash Collateral and other proceeds of Pre-Petition Collateral and other DIP Collateral solely for the purposes set forth in the Approved Budget. 6. Termination of DIP Financing Authority. On June 4, 2012, the DIP Financing

authority approved by this Order shall immediately and automatically terminate and all DIP Loans shall be immediately due and payable unless: (i) the Court has entered another Interim or Final Order approving additional DIP Financing consistent with the DIP Term Sheet, or (ii) the Post-Petition Lender shall have provided its prior written consent or waiver. 7. Security for DIP Indebtedness; Adequate Protection. To secure the DIP Loans

owing to Post-Petition Lender and as adequate protection for the Post-Petition Lender's interests in its pre-petition collateral prior to the DIP Termination Date, the Post-Petition Lender is hereby granted, pursuant to sections 361(2), 363(c)(2), 363(m), 364(c)(2) and 364(d)(1) of the Bankruptcy Code, liens and security interests (each, a "DIP Lien") in and on all of the Debtors and the Debtors' bankruptcy estates real and personal property, tangible or intangible, whether now existing or hereafter acquired of the and all proceeds, products, rents, revenues and profits thereof (excluding only causes of action arising under 11 U.S.C. 506(c), 544, 545, 546, 547, 548, 549 and 550 and the proceeds of such actions) ("DIP Collateral"), which DIP Lien shall be senior to the Post-Petition Lender's pre-petition liens and security interests and all other liens and
_____________________________________________________________________________________________________________________ First Interim Order (1) Authorizing Secured Post-Petition 7 1757794 v2 (72575.00006.000) Financing Pursuant to 11 U.S.C. 105, 362 and 364(c) and(d) (B) Granting Secured Interests, Superpriority Claims, and Adequate Protection, and (C) Authorizing the Debtors' Use of Cash Collateral; and (II) Scheduling a final Hearing Pursuant to Bankruptcy Rule 4001(c)

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claims against the DIP Collateral, but subject and subordinate solely to Prior Claims (as defined below). Nothing contained in this Order shall constitute a determination that any person or entity has a valid, perfected or unavoidable lien or security interest in Post-Petition Lender's DIP Collateral or that any Prior Claims exist. As used herein, the term "Prior Claims" shall mean, without duplication, (i) any non-avoidable, valid, enforceable and properly perfected liens and security interests in favor of any person or entity on or in the assets of any Debtor, as a prepetition debtor, which existed on the Petition Date and are not subject to section 552(a) of the Bankruptcy Code, but only to the extent such liens and security interests are superior in priority to the pre-petition liens and security interests of the Post-Petition Lender, after giving effect to any existing subordination or intercreditor arrangements. Other than Prior Claims, no other claims, liens, or security interests, whether prior to or pari passu with the claims, liens or security interests of Post-Petition Lender, shall attach to Post-Petition Lender's DIP Collateral in these Cases without the express written consent of Post-Petition Lender (which consent may be withheld by such Post-Petition Lender in its sole discretion) or unless the DIP Loans are paid in full and all obligations thereunder are terminated. The Post-Petition Lender's DIP Lien on its DIP Collateral shall be valid, enforceable and of senior priority notwithstanding the validity, enforceability, priority, avoidability or any other infirmity of the Post-Petition Lender's prepetition liens and security interests. 8. Automatic Perfection of DIP Liens. The Post-Petition Lender's DIP Lien on the

DIP Collateral granted by this Order shall be, and hereby is, deemed duly perfected and recorded under all applicable federal, state and other laws as of the commencement of these Cases, and no notice, filing, mortgage recordation, possession, further order or other act shall be required to effect such perfection.
_____________________________________________________________________________________________________________________ First Interim Order (1) Authorizing Secured Post-Petition 8 1757794 v2 (72575.00006.000) Financing Pursuant to 11 U.S.C. 105, 362 and 364(c) and(d) (B) Granting Secured Interests, Superpriority Claims, and Adequate Protection, and (C) Authorizing the Debtors' Use of Cash Collateral; and (II) Scheduling a final Hearing Pursuant to Bankruptcy Rule 4001(c)

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9.

DIP Super-Priority Claims. In addition to its DIP Lien, the Post-Petition Lender

is granted a super-priority administrative claim with priority equivalent to a claim under section 364(c)(1) of the Bankruptcy Code in an aggregate amount of its DIP Indebtedness (each, a "DIP Super-Priority Claim"), which DIP Super-Priority Claim shall have priority over all other costs and expenses of administration of any kind (other than Prior Claims), including, without limitation, those specified in, or ordered pursuant to, sections 105, 326, 328, 330, 331, 503(b), 506(c), 507(a), 507(b), 546(b), 546(c), 726, 1114 or any other provision of the Bankruptcy Code or otherwise (whether incurred in any Case or Successor Case), and shall at all times be senior to the rights of any Debtor, any successor trustee or other estate representative in any Case. 10. New Debtors. To the extent that any non-debtor affiliate or subsidiary of any

Debtor did not commence a Case on the Petition Date but subsequently commences a Case, such Debtor affiliate or subsidiary shall automatically be subject to, and be bound by, the terms of the DIP Term Sheet and this Order. 11. Order Binding Successors. The provisions of this Order shall be binding upon

and inure to the benefit of Post-Petition Lender, the Debtors and their respective successors and assigns (including any trustee or other estate representative appointed as a representative of any Estate or of any estate in any Case). Except as otherwise explicitly set forth in this Order, no third parties are intended to be or shall be deemed third party beneficiaries of this Order. 12. No Dismissal. If any Case is dismissed, converted, otherwise superseded or

substantively consolidated, Post-Petition Lender's rights and remedies under this Order shall be and remain in full force and effect as if such Case had not been filed or such Case had not been dismissed, converted, superseded or consolidated. Furthermore, notwithstanding any such

dismissal, conversion, supercission or substantive consolidation, all of the terms and conditions
_____________________________________________________________________________________________________________________ First Interim Order (1) Authorizing Secured Post-Petition 9 1757794 v2 (72575.00006.000) Financing Pursuant to 11 U.S.C. 105, 362 and 364(c) and(d) (B) Granting Secured Interests, Superpriority Claims, and Adequate Protection, and (C) Authorizing the Debtors' Use of Cash Collateral; and (II) Scheduling a final Hearing Pursuant to Bankruptcy Rule 4001(c)

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of this Order, including, without limitation, the liens and the priorities granted hereunder, shall remain in full force and effect. 13. Effect of Modification of Order; Section 364(e) Protection. Having been found to

be consenting to the Debtors' use of Cash Collateral and/or making post-petition extensions of credit and other financial accommodations to the Debtors in good faith, Post-Petition Lender shall be entitled to the full protection of section 364(e) of the Bankruptcy Code with respect to the Indebtedness and the liens and priorities created or authorized by this Order in the event that this Order or any authorization contained herein is stayed, vacated, reversed or modified on appeal. Each of the terms and conditions set forth in this Order constitutes a part of the authorization under section 364 of the Bankruptcy Code, and is therefore subject to the protections contained in section 364(e) of the Bankruptcy Code. Any stay, modification, reversal or vacatur of this Order shall not affect the validity of any Indebtedness outstanding immediately prior to the effective time of such stay, modification or vacatur, or the validity or enforceability of any lien, priority, right, remedy, privilege, benefit or protection authorized hereby with respect to any such Indebtedness. Notwithstanding any such stay, modification or vacatur, any

Indebtedness outstanding immediately prior to the effective time of such modification, stay or vacatur shall be governed in all respects by the original provisions of this Order, and PostPetition Lender shall be entitled to all of the liens, priorities, rights, remedies, privileges, benefits and protections, including, without limitation, the security interests and priorities granted herein, with respect to all such DIP Financing. 14. by the Court. Order Effective. This Order shall be effective as of the date of signature or entry

_____________________________________________________________________________________________________________________ First Interim Order (1) Authorizing Secured Post-Petition 10 1757794 v2 (72575.00006.000) Financing Pursuant to 11 U.S.C. 105, 362 and 364(c) and(d) (B) Granting Secured Interests, Superpriority Claims, and Adequate Protection, and (C) Authorizing the Debtors' Use of Cash Collateral; and (II) Scheduling a final Hearing Pursuant to Bankruptcy Rule 4001(c)

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15.

Final Hearing. The Court will hold a Final Hearing on _________, 2012 at

______ a.m./p.m. Any objection to the Motion shall be filed on ___________, 2012, by 5:00 p.m. prevailing Dallas time and shall be served upon counsel for the Debtor, counsel for PostPetition Lender, and the Official Service List. ###END OF ORDER###

_____________________________________________________________________________________________________________________ First Interim Order (1) Authorizing Secured Post-Petition 11 1757794 v2 (72575.00006.000) Financing Pursuant to 11 U.S.C. 105, 362 and 364(c) and(d) (B) Granting Secured Interests, Superpriority Claims, and Adequate Protection, and (C) Authorizing the Debtors' Use of Cash Collateral; and (II) Scheduling a final Hearing Pursuant to Bankruptcy Rule 4001(c)

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EXHIBIT A DIP Term Sheet [see attached]

_____________________________________________________________________________________________________________________ First Interim Order (1) Authorizing Secured Post-Petition 12 1757794 v2 (72575.00006.000) Financing Pursuant to 11 U.S.C. 105, 362 and 364(c) and(d) (B) Granting Secured Interests, Superpriority Claims, and Adequate Protection, and (C) Authorizing the Debtors' Use of Cash Collateral; and (II) Scheduling a final Hearing Pursuant to Bankruptcy Rule 4001(c)

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EXHIBIT B Initial Approved Budget

_____________________________________________________________________________________________________________________ First Interim Order (1) Authorizing Secured Post-Petition 13 1757794 v2 (72575.00006.000) Financing Pursuant to 11 U.S.C. 105, 362 and 364(c) and(d) (B) Granting Secured Interests, Superpriority Claims, and Adequate Protection, and (C) Authorizing the Debtors' Use of Cash Collateral; and (II) Scheduling a final Hearing Pursuant to Bankruptcy Rule 4001(c)