Case 12-32924-sgj11

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

CASE NO. 12-32924 CASE NO. 12-32925 Motion for Joint Administration Pending

WITNESS AND EXHIBIT LIST Comes now All Smiles Dental Center, Inc. and AS Property Holdings, LLC (collectively, the "Debtors") and submit this Witness and Exhibit List for the hearing on the following motions filed by the Debtors (collectively, the "First Day Motions") scheduled for hearing on May 4, 2012 at 1:30 p.m. a. Motion for Order Directing Joint Administration of the Debtors' Chapter 11 Cases (Doc. No. 3) (the "Motion for Joint Administration"); b. Notice of Designation as Complex Chapter 11 Bankruptcy Cases (Doc. No. 4) (the "Notice of Designation"); c. Ex Parte Application for Order Limiting Notice (Doc. No. 6) (the "Application to Limit Notice"); d. Motion for Order (I) (A) Authorizing Secured Post-Petition Financing Pursuant to 11 U.S.C. 105, 363, and 365(c) and (d), (B) Granting Secured Interests, Superpriority Claims, and Adequate Protection, and (C)
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Authorizing the Debtors' Use of Cash Collateral; and (II) Scheduling a Final Hearing Pursuant to Bankruptcy Rule 4001(c) (Doc. No. 17) (the "DIP Financing and Cash Collateral Motion"); e. Motion to Approve Payment of Pre-Petition Wages, Taxes and Benefits and to Continue Employee Programs in the Ordinary Course of the Debtors' Business (Doc. No. 7) (the "Wage and Benefits Motion"); f. Motion for Authority to (1) Pay Pre-Petition Obligations Under Insurance Policies; (2) Continue to Administer Insurance Policies; and (3) Pay Premiums and Claims as They Come Due (Doc. No. 16) (the "Insurance Motion"); g. Motion for Entry of an Interim Order (1) Determining Procedure for Adequate Assurance of Payments for Future Utility Services; and (2) Setting a Final on Determination of Deposits to Prevent Utility Companies from Discontinuing, Altering, or Refusing Service (Doc. No. 9) (the "Utilities Motion"); h. Motion to Reject Unexpired Leases of Non-Residential Real Property (Doc. No. 10) (the "Motion to Reject Leases"); and i. Motion to Reject Personal Property Lease Between All Smiles Dental Center, Inc. and Deal Time Auto Group, LLC (Doc. No. 11) (the "Motion to Reject Personal Property Lease"). WITNESSES 1. 2. Neil Minihane; and Any witness called by any other party.

The Debtors reserve the right to call rebuttal witnesses as necessary. EXHIBITS The Debtors may offer into evidence any one or more the following exhibits at the time of the hearing: Exhibit 1. Description Secured Promissory Note in the original principal amount of $53,963,278.49 dated June 30, 2012 Offered Objection Admitted

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Exhibit 2.

Description Security Agreement dated June 30, 2010 granted for the benefit of ASDC Holdings Financing Statement recorded with the Delaware Secretary of State by ASDC Holdings, LLC on July 1, 2010 (File No. 20102313173) Secured Promissory Note in the original principal amount of $1,000,000 dated January 9, 2012 Security Agreement dated January 9, 2012 granted for the benefit of ASDC Holdings Financing Statement recorded with the Delaware Secretary of State by ASDC Holdings, LLC on January 9, 2012 (File No. 20120096480) Motion for Order (I) (A) Authorizing Secured Post-Petition Financing Pursuant to 11 U.S.C. 105, 363, and 365(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) [Docket No. 17] Summary of Terms and Conditions of All Smiles Dental Center DIP Financing [Docket No. 17-1] First Interim Budget [Docket No. 17-2]

Offered Objection

Admitted

3.

4.

5.

6.

7.

8.

9.

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Exhibit

Description

Offered Objection

Admitted

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 10. Protection, and (C) Authorizing the Debtors' Use of Cash Collateral; and (II) Scheduling a Final Hearing Pursuant to Bankruptcy Rule 4001(c) [Docket No. 173] Automobile Lease Agreement dated May1, 2010 Between All Smiles Dental 11. Center, Inc. and Deal Time Auto Group, LLC Non-Residential Real Property Lease Between AS Property Holdings, LLC and 12. 8880 Bellaire, L.P. for the following premises: 8880 Bellaire Blvd., Suite E&F Houston, Texas 77036 Non-Residential Real Property Lease Between AS Property Holdings, LLC and 13. 2001 East Beltline LLP for the following premises: 2001 East Beltline Rd. Carrollton, Texas 75006 Non-Residential Real Property Lease Between AS Property Holdings and 14. Lehman Ventures No. 1, et al. for the following premises: 2450 N. Beltline Rd., Irving, Texas 75062 Non-Residential Real Property Lease Between AS Property Holdings, LLC and 15. Pleasanton Partners, L.P. for the following premises: 7424 W. Military Drive, San Antonio, TX 78227 Non-Residential Real Property Lease Between AS Property Holdings, LLC and 16. Red Mendel M'Rimonoc, LLC for the following premises: 905 Pleasanton, Unit 100, San Antonio, Texas 78214

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Exhibit

Description Offered Objection Non-Residential Real Property Lease Between AS Property Holdings and 17. Camellia Family Limited Partnership for the following premises: 217 S. Garland Ave., Garland, TX 75042 Non-Residential Real Property Lease Between AS Property Holdings and 2009 Strait Lane Family LP for the following 18. premises: Intersection of S. Garland Ave., S. Shiloh Rd., & West Kingsley Road in the City of Garland Texas Non-Residential Real Property Lease Between AS Property Holdings, LLC and 19. Michael L. Malamut for the following premises: 3434 Town Crossing Blvd., Unit 106, Mesquite, TX 75181

Admitted

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 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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