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Joseph A. Friedman (State Bar No. 07468280) Jason B. Binford (State Bar No. 24045499) KANE RUSSELL COLEMAN & LOGAN PC 3700 Thanksgiving Tower 1601 Elm Street Dallas, Texas 75201 Telephone - (214) 777-4200 Telecopier - (214) 777-4299 Email: ecf@krcl.com PROPOSED ATTORNEYS FOR DEBTORS ALL SMILES DENTAL CENTER, INC. AND AS PROPERTY HOLDINGS, LLC

THE UNITED STATES BANKRUPTCY COURT FOR THE NORTHERN DISTRICT OF TEXAS DALLAS DIVISION By: IN RE:

ALL SMILES DENTAL CENTER, INC., and AS PROPERTY HOLDINGS, LLC DEBTORS.

CASE NO. 12-32924 CASE NO. 12-32925

MOTION FOR ORDER DIRECTING JOINT ADMINISTRATION OF THE DEBTORS' CHAPTER 11 CASES The above-captioned debtors and debtors-in-possession (collectively, the Debtors) file this Motion for Order Directing Joint Administration of the Debtors' Chapter 11 Cases ( the "Motion") and move this Court for entry of an order, pursuant to Rule 1015(b) of the Federal Rules of Bankruptcy Procedure (the Bankruptcy Rules) and Rule 1015.1 of the Local Rules for the United States Bankruptcy Court for the Northern District of Texas, requesting the entry of an order consolidating their separate chapter 11 cases for procedural purposes only, and providing for joint administration thereof. In support of this Motion, the Debtors respectfully represent as follows:

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JURISDICTION AND VENUE 1. This Court has jurisdiction to hear and determine this Motion pursuant to 28

U.S.C. 157 and 1334. This is a core proceeding pursuant to 28 U.S.C. 157(b)(2)(A). 2. Venue of this proceeding and this Motion is proper in this district pursuant to

28 U.S.C. 1408 and 1409. BACKGROUND 3. On May 2, 2012 (the "Petition Date"), the Debtors each filed voluntary petitions

in accordance with Chapter 11 of the United States Code (the "Bankruptcy Code"). Since the Petition Date, the Debtors have continued to operate as debtors-in-possession pursuant to sections 1107 and 1108 of the Bankruptcy Code. RELIEF REQUESTED 4. By this Motion, the Debtors seek an order consolidating, for procedural purposes

only, the administration of the Debtors chapter 11 cases. 5. Bankruptcy Rule 1015(b) provides that, if two or more petitions are pending in

the same court by a debtor and an affiliate, the court may order the joint administration of the estates of the debtor and such affiliates. See Fed. R. Bankr. P. 1015(b). 6. AS Property Holdings, LLC is a wholly-owned subsidiary of All Smiles Dental

Center, Inc. (Inc.) and is filing a petition in the same court as Inc. Accordingly, this Court may order the joint administration of the Debtors estates pursuant to Bankruptcy Rule 1015(b). 7. The Debtors anticipate that notices, applications, motions, other pleadings,

hearings and orders in these cases may affect more than one of the Debtors or each of the Debtors. If each Debtors case were administered independently, there would be a number of duplicative pleadings and overlapping service. This unnecessary duplication of identical

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documents would be wasteful of the Debtors resources, as well as other parties and this Courts resources. In addition, the Debtors have filed a Consolidated List of Creditors Holding 20 Largest Unsecured Claims. Moreover, the Debtors have filed identical creditor matrices. 8. Joint administration will permit the Clerk of the Court to use a single general

docket for each of the Debtors cases and to combine notices to creditors and other parties in interest of the Debtors respective estates. Joint administration also will protect parties in interest by ensuring that all parties in interest will be able to review one docket to stay apprised of the various matters before the Court in each of the Debtors cases. 9. A proposed consolidated caption for all notices, applications, motions and other

pleadings is annexed hereto as Exhibit A. 10. The Debtors request that a docket entry reflecting the joint administration of the

Debtors cases be made in both of the Debtors cases as follows: An order has been entered in this case directing the procedural consolidation and joint administration of the chapter 11 cases of All Smiles Dental Center, Inc. and AS Property Holdings, LLC. The docket in Case No. 12-32924-SGJ-11 should be consulted for all matters affecting this case. 11. Finally, the Debtors request that all future entries for all cases be made under the

lead case In re All Smiles Dental Center, Inc., Case No. 12-32924-SGJ-11. WHEREFORE, the Debtors respectfully request that the Court enter an order substantially in the form annexed hereto as Exhibit B, granting the relief requested herein and granting such other relief as may be deemed just and proper.

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Dated: May 2, 2012.

Respectfully submitted, KANE RUSSELL COLEMAN & LOGAN PC By:/s/ Jason Binford Joseph A. Friedman Texas State Bar No. 07468280 Jason B. Binford Texas State Bar No. 24045499 3700 Thanksgiving Tower 1601 Elm Street Dallas, Texas 75201 Ph: (214) 777-4200 Fax: (214) 777-4299 Email: jfriedman@krcl.com PROPOSED COUNSEL FOR THE DEBTORS

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CERTIFICATE OF SERVICE This is to certify that service of the foregoing document was effected through Electronic Notice for Registered Participants and, unless an alternative means of service is set forth below, has been sent to all other parties in interest and creditors shown on the attached proposed Official Service List by e-mail (if an e-mail address is indicated), or otherwise by United States Mail, first class postage prepaid, on the 2nd day of May 2012. /s/ Jason Binford Jason B. Binford

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EXHIBIT A Proposed Caption

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THE UNITED STATES BANKRUPTCY COURT FOR THE NORTHERN DISTRICT OF TEXAS DALLAS DIVISION IN RE: ALL SMILES DENTAL CENTER, INC., et al1 DEBTORS.

CASE NO. 12-32924-SGJ-11 Chapter 11 Jointly Administered

The Debtors in these chapter 11 cases are All Smiles Dental Center, Inc. and AS Property Holdings, LLC.

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EXHIBIT B Proposed Order

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THE UNITED STATES BANKRUPTCY COURT FOR THE NORTHERN DISTRICT OF TEXAS DALLAS DIVISION By: IN RE:

ALL SMILES DENTAL CENTER, INC., and AS PROPERTY HOLDINGS, LLC DEBTORS.

CASE NO. 12-32924 CASE NO. 12-32925

ORDER DIRECTING JOINT ADMINISTRATION OF THE DEBTORS' CHAPTER 11 CASES The Court, having considered the matter of administering the above captioned cases, makes these findings of facts and conclusions of law. This Court has jurisdiction over the subject matter pursuant to 28 U.S.C. 1334 and 157, and U.S.C. 105. All parties in interest were provided adequate notice and opportunity for hearing. Joint administration of the Debtors' cases is appropriate pursuant to Rule 1015(b) and (c) of the Federal Rules of Bankruptcy
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Procedure. An order of joint administration would serve judicial economy. It is in the best interest and without prejudice to the rights of the Debtors' estates, creditors, and other parties in interest. It is hereby ORDERED, that the above captioned cases be and hereby are, jointly administrated by this Court for procedural purposes only and shall not be a substantive consolidation of the respective estates; and it is further ORDERED, that in the event these cases have been assigned to separate judges, all cases shall be transferred to the judges to the Lead Case; and it is further OREDERED that all orders, pleadings, papers and documents expect proofs of claims shall be filed and docketed in case number 12-32924-SGJ-11 (the "Lead Case"); and it is ORDERED that all proofs of claim shall be filed and docketed under the case number representing the estate in which the claim is made, and a creditor of more than one estate shall file and docket a proof of claim in each case to which a claim may be made, and only in the amount which the creditor may make a claim from that estate; and it is further ORDERED that all pleadings, papers, and documents, except proofs of claim, filed in the jointly administered cases shall bear the caption of the jointly administered cases and shall be listed as shown in Exhibit A (attached); and it is further ORDERED that if pleadings, papers, and documents have been filed in any of the above captioned cases other than the Lead Case prior to the entry of this Order, and those matters have not yet been heard and decided, the party who filed the pleading, paper, or document shall (i) refile that pleading, paper, or document in the Lead Case within 3 business days of the entry of this Order, (ii) set the pleading, paper, or document for hearing before the judge assigned to the Lead Case, and (iii) notice the hearing to all appropriate parties; and it is further
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ORDERED that the Debtors, shall serve a copy of this order on the United States Trustee, all creditors, persons filing Notices of Appearance, and other parties-in-interest, and shall file a certificate of service with the Clerk of Court after completing service of this; and it is further ORDERED that the Debtors, shall file with the Clerk of Court in cases All Smiles Dental Center, Inc., 12-32924 and AS Property Holdings, LLC, 12-32925 master service lists of all creditors, persons filing Notices of Appearance, and all parties-in-interest in these jointly administered cases in the form prescribed by Local bankruptcy Rule 1007-1. ### END OF ORDER ### Prepared by: Joseph A. Friedman State Bar No. 07468280 Jason B. Binford State Bar No. 24045499 Kane Russell Coleman & Logan PC 3700 Thanksgiving Tower 1601 Elm Street Dallas, TX 75201 Ph: 214-777-4200 Fax: 214-777-0049

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Exhibit A THE UNITED STATES BANKRUPTCY COURT FOR THE NORTHERN DISTRICT OF TEXAS DALLAS DIVISION IN RE: ALL SMILES DENTAL CENTER, INC., et al1 DEBTOR.

CASE NO. 12-32924-SGJ-11 Chapter 11 Jointly Administered

The Debtors in these chapter 11 cases are All Smiles Dental Center, Inc. and AS Property Holdings, LLC.

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