SECOND AMENDMENT TO LOAN AGREEMENT

EXHIBIT 10.1

SECOND AMENDMENT TO LOAN AGREEMENT

          This Second Amendment to Loan Agreement (“Amendment”) is made effective the 21st day of May, 2009, between GRAYMARK HEALTHCARE, INC., an Oklahoma corporation (“GRMH”), SDC HOLDINGS, LLC, an Oklahoma limited liability company (“SDC”) and APOTHECARYRx, LLC, an Oklahoma limited liability company (“ARx” together with GRMH and SDC, jointly and severally the “Borrowers” and each a “Borrower”), OLIVER COMPANY HOLDINGS, LLC, an Oklahoma limited liability company (“OCH), ROY T. OLIVER, an individual (“Oliver”), STANTON M. NELSON, an individual (“Nelson”), ROY T. OLIVER, as Trustee of the Roy T. Oliver Revocable Trust dated June 15, 2004 (the “Trust”), VAHID SALALATI, an individual (“Salalati”), KEVIN LEWIS, an individual (“Lewis”) ROGER ELY, an individual (“Ely”) and LEWIS P. ZEIDNER, an individual (“Zeidner” and together with OCH, Oliver, Nelson, Trustee, Salalati, Lewis and Ely, the “Guarantors”) and ARVEST BANK, an Arkansas banking corporation (the “Bank”).

          WHEREAS, the Borrower, Guarantors and Bank have heretofore entered into that certain Loan Agreement dated effective May 21, 2008, as amended by means of that certain Amendment to Loan Agreement dated effective May 21, 2008 (the “Loan Agreement”) and related Loan Documents; and

          WHEREAS, the Borrower, Guarantors and Bank desire to further amend the Loan Agreement and Loan Documents by means of this Amendment as set forth herein; and

          WHEREAS, this Amendment is executed by each Guarantor and delivered to the Bank to reflect the Guarantors consent to the Amendment, to induce the Bank to amend the Loan and in satisfaction of a material condition precedent to such amendment by the Bank. Except as otherwise defined herein, all defined terms shall have the meaning prescribed in the Loan Agreement or other Loan Documents.

          NOW, THEREFORE, in consideration of the mutual covenants among the parties hereto, it is agreed as follows:

I. Definitions.

     1.1 Paragraph 1.7 Replaced. Paragraph 1.7 of the Loan Agreement is hereby deleted and replaced in its entirety with the following:

1.7 Debt Service Coverage Ratio. For any period, the ratio of: (A) the net income of GRMH (i) increased (to the extent deducted in determining net income) by the sum, without duplication, of (a) all interest expense of GRMH, (1) amortization, (e) depreciation, and (d) non-recurring expenses as approved by the Bank, and (ii) decreased (to the extent included in determining net income and without duplication) by the amount of minority interest share of net income and distributions to minority interests for taxes, if any, to (B) annual

debt service including interest expense and current maturities of indebtedness as determined in accordance with generally accepted accounting principles. If an acquisition of a new company (or its business) occurs and GRMH incurs additional debt associated with the purchase, the net income of the acquired company (or its business) and GRMH’s new debt service associated with acquiring the company (or its business) may both be excluded from the Debt Service Coverage Ratio calculation for a period of six months, at the option of GRMH. Also, any non-recurring expenses associated with an acquisition will be added back to the net income of GRMH, subject to itemization and approval by the bank.

     1.2 Paragraph 1.15 Amended. Paragraph 1.15 of the Loan Agreement is hereby amended by replacing the date “June 30, 2008” with “September 30, 2009” and no other changes.

2. Interest Rate Floor. As of the effective date of this Agreeme