LOCK-UP AGREEMENT

THIS AGREEMENT (this " Agreement ") is dated as of December 28, 2007, by and among Dentalserv.com, a Nevada corporation (the " Company "), and shareholders of the Company listed on Schedule A attached hereto (the " Shareholders ").

WHEREAS, to induce the Company and the investors (the “ Investors ”) to enter into the Series A Convertible Preferred Stock Purchase Agreement dated as of the date hereof (the “ Purchase Agreement ”) by and among the Company and the Investors, the Shareholders have agreed not to sell any shares of the Company’s common stock, $0.01 par value per share (the " Common Stock "), that such Shareholders presently own or may have acquired after the date hereof, except in accordance with the terms and conditions set forth therein.  Capitalized terms used herein without definition shall have the meanings assigned to such terms in the Purchase Agreement.

NOW, THEREFORE, in consideration of the covenants and conditions hereinafter contained, the parties hereto agree as follows:

1.            Restriction on Transfer; Term .  The Shareholder hereby agrees with the Company that the Shareholder will not offer, sell, contract to sell, assign, transfer, hypothecate, pledge or grant a security interest in, or otherwise dispose of, or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition of (whether by actual disposition or effective economic disposition due to cash settlement or otherwise by the Company or any affiliate of the Company or any person in privity with the Company or any affiliate of the Company), directly or indirectly, any of the shares of Common Stock from the period commencing on the Closing Date and expiring on the date that is six (6) months following the effective date of the registration statement filed by the Company with the Securities and Exchange Commission providing for the resale of the shares of Common Stock issuable upon conversion of the Preferred Shares and exercise of the Warrants issued pursuant to the Purchase Agreement (the “ Period ”).  Notwithstanding the foregoing, subject to applicable securities laws and the restrictions contained in the Company’s certificate of incorporation, the undersigned may transfer any securities of the Company (including, without limitation, common stock) as follows: (i) pursuant to the exercise and issuance of options; (ii) as a bona fide gift or gifts, provided that the donee or donees thereof agree to be bound in writing by the restrictions set forth herein; (iii) to any trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned, provided that the trustee of the trust agrees to be bound in writing by the restrictions set forth herein; (iv) as a distribution to stockholders, partners or members of the undersigned, provided that such stockholders, partners or members agree to be bound in writing by the restrictions set forth herein; (v) any transfer required under any benefit plans or the Company’s amended and restated bylaws; (vi) as collateral for any loan, provided that the lender agrees in writing to be bound by the restrictions set forth herein; (vii) with respect to sales of securities acquired after the Closing Time in the open market; or (viii) to any of the Company’s current stockholders, or members or stockholders of the Company’s current stockholders, so long as the purchaser of those shares has agreed, or agrees, to be bound by a lock-up agreement in substantially the same form of this Lock-Up Agreement.  For purposes of this agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin.

2.            Ownership .                     During the Period, the Shareholders shall retain all rights of ownership in the Common Stock, including, without limitation, voting rights and the right to receive any dividends, if any, that may be declared in respect thereof.

3.            Company and Transfer Agent .  The Company is hereby authorized to disclose the existence of this Agreement to its transfer agent.  The Company and its transfer agent are hereby authorized to decline to make any transfer of the Common Stock if such transfer would constitute a violation or breach of this Agreement and the Purchase Agreement.

4.            Notices .  All notices, demands, consents, requests, instructions and other communications to be given or del