8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): February 24, 2010

Biolase Technology, Inc.

(Exact name of registrant as specified in its charter)

Delaware	000-19627	87-0442441
(State or other jurisdiction	(Commission	(I.R.S. Employer
of incorporation)	File Number)	Identification No.)
4 Cromwell, Irvine, California		92618
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: 949-361-1200

Not Applicable

Former name or former address, if changed since last report

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement.

On February 24, 2010, Biolase Technology, Inc. (the “Company”) entered into a letter agreement (the “Letter Agreement”) amending the License and Distribution Agreement, dated as of August 8, 2006, by and between the Company and Henry Schein, Inc. (“Henry Schein”), as amended (the “License and Distribution Agreement”). Pursuant to the Letter Agreement, the Company and Henry Schein agreed to an extension of the time for Henry Schein to provide notice of its intention to renew the License and Distribution Agreement for an additional one year term, from February 25, 2010 to March 3, 2010, in accordance with the terms and conditions thereof.

On February 22, 2010, the Company filed a Current Report on Form 8-K with the Securities and Exchange Commission to disclose, among other things, the Company’s execution of a letter agreement (the “February 16, 2010 Letter Agreement”) amending the License and Distribution Agreement.

In connection with the February 16, 2010 Letter Agreement, the Company agreed to undertake to enter into a security agreement, containing terms and conditions ordinary for the purpose, granting to Henry Schein a security interest in the Company’s inventory as security for certain purchases, such security interest to be released by Henry Schein upon products delivered in respect of such purchases (the “Security Agreement”). On February 24, 2010, the Company entered into the Security Agreement. This summary is qualified in its entirety by reference to the full text of the Security Agreement, which is attached as Exhibit 10.1 to this Current Report on Form 8-K.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information included in Item 1.01 of this Current Report on Form 8-K regarding the Security Agreement undertaking is incorporated by reference into this Item 2.03.

Item 7.01 Regulation FD Disclosure.

Commencing on February 25, 2010, David M. Mulder, Chief Executive Officer of the Company, and Brett L. Scott, Chief Financial Officer, will deliver presentations to investors that will include a written communication comprised of slides. The slides from the presentation are attached hereto as Exhibit 99.2, and are hereby incorporated by reference.

A copy of the slides will be available for viewing and download at http://www.biolase.com/investors for a period of thirty (30) days.

Item 8.01 Other Events.

On February 24, 2010, the Company issued a press release announcing the global launch of the iLase personal diode laser for the dental market.

A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

10.1 Security Agreement, dated February 24, 2010, by and between Biolase Technology, Inc. and Henry Schein, Inc.

99.1 Press Release of Biolase Technology, Inc., dated February 25, 2010.

99.2 Presentation material for investors, dated February 25, 2010.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Biolase Technology, Inc.
February 25, 2010	By:	/s/ David M. Mulder
		Name:	David M. Mulder
		Title: Chief Executive Officer

EX-10.1

Exhibit 10.1

SECURITY AGREEMENT

     SECURITY AGREEMENT, dated as of February 24, 2010, between Biolase Technology, Inc., a Delaware corporation (the “Debtor”), and Henry Schein, Inc., a Delaware corporation (the “Secured Party”).

     WHEREAS, the Debtor and Secured Party have entered into that certain letter agreement, dated as of February 16, 2010 (the “Purchase Agreement”), pursuant to which Debtor has agreed to sell, and Secured Party has agreed to purchase, certain inventory of Debtor subject to the terms and conditions set forth in the Purchase Agreement; and

     WHEREAS, Secured Party has paid Debtor certain initial payments under the Purchase Agreement in respect of goods to be delivered by Debtor to Secured Party pursuant to the Purchase Agreement, but no such goods have been delivered as of the date hereof; and

     WHEREAS, it was a condition precedent to the Secured Party’s extension of credit to the Debtor under the Purchase Agreement that the Debtor execute and deliver to the Secured Party a security agreement in substantially the form hereof; and

     WHEREAS, the Debtor wishes to grant a security interest in favor of the Secured Party as herein provided;

     NOW, THEREFORE, in consideration of the promises contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

     1. Definitions. All capitalized terms used herein without definitions shall have the respective meanings provided therefor in the Purchase Agreement. The term “State,” as used herein, means the State of New York. All terms defined in the Uniform Commercial Code of the State and used herein shall have the same definitions herein as specified therein. However, if a term is defined in Article 9 of the Uniform Commercial Code of the State differently than in another Article of the Uniform Commercial Code of the State, the term has the meaning specified in Article 9. The term “Obligations,” as used herein, means all of the obligations and liabilities of the Debtor to the Secured Party, individually or collectively, whether direct or indirect, joint or several, absolute or contingent, due or to become due, now existing or hereafter arising in respect of the initial payment made by Secured Party to Debtor in respect of goods to be delivered by Debtor to Secured Party pursuant to the Purchase Agreement, and the term “Event of Default,” as used herein, means the failure of the Debtor to perform any of the Obligations.

     2. Grant of Security Interest. The Debtor hereby grants to the Secured Party, to secure the payment and performance in full of all of the Obligations, a security interest in and to all of Debtor’s now owned or hereafter acquired inventory (all of the same being hereinafter collectively called the “Collateral”).

     3. Authorization to File Financing Statements. The Debtor hereby irrevocably authorizes the Secured Party at any time and from time to time to file in any filing office in any Uniform Commercial Code jurisdiction any initial financing statements and amendments

thereto (a) in respect of the Collateral, and (b) provide any other information required by part 5 of Article 9 of the Uniform Commercial Code of the State, or such other jurisdiction, for the sufficiency or filing office acceptance of any financing statement or amendment, including whether the Debtor is an organization, the type of organization and any organizational identification number issued to the Debtor. The Debtor agrees to furnish any such information to the Secured Party promptly upon the Secured Party’s request.

     4. Other Actions as to Any and All Collateral. The Debtor further agrees, at the request and option of the Secured Party, to take any and all other actions the Secured Party may determine to be necessary or useful for the attachment, perfection and first priority of, and the ability of the Secured Party to enforce, the Secured Party’s security interest in any and all of the Collateral, including, without limitation, (a) executing, delivering and, where appropriate, filing financing statements and amendments relating thereto under the Uniform Commercial Code, to the extent, if any, that the Debtor’s signature thereon is required therefor, (b) causing the Secured Party’s name to be noted as secured party on any certificate of title for a titled good if such notation is a condition to attachment, perfection or priority of, or ability of the Secured Party to enforce, the Secured Party’s security interest in such Collateral, (c) complying with any provision of any statute, regulation or treaty of the United States as to any Collateral if compliance with such provision is a condition to attachment, perfection or priority of, or ability of the Secured Party to enforce, the Secured Party’s security interest in such Collateral, (d) obtaining governmental and other third party waivers, consents and approvals in form and substance satisfactory to Secured Party, including, without limitation, any consent of any licensor, lessor or other person obligated on Collateral and (e) taking all actions under any earlier versions of the Uniform Commercial Code or under any other law, as reasonably determined by the Secured Party to be applicable in any relevant Uniform Commercial Code or other jurisdiction, including any foreign jurisdiction.

     5. Representations and Warranties Concerning Debtor’s Legal Status. The Debtor represents and warrants to the Secured Party as follows: (a) the Debtor’s exact legal name is that indicated on the signature page hereof, (b) the Debtor is an organization of the type, and is organized in the jurisdiction set forth in the first paragraph of this Agreement, (c) the Debtor’s organizational identification number is that indicated on the signature page hereof and (d) the Debtor’s place of business as well as the Debtor’s mailing address is that indicated on the signature page hereof.

     6. Covenants Concerning Debtor’s Legal Status. The Debtor covenants with the Secured Party as follows: (a) without providing at least 30 days prior written notice to the Secured Party, the Debtor will not change its name, its place of business or, if more than one, chief executive office, or its mailing address or organizational identification number if it has one, (b) if the Debtor does not have an organizational identification number and later obtains one, the Debtor shall forthwith notify the Secured Party of such organizational identification number and (c) the Debtor will not change its type of organization, jurisdiction of organization or other legal structure.

     7. Representations and Warranties Concerning Collateral, etc. The Debtor further represents and warrants to the Secured Party as follows: (a) the Debtor is the owner of or has other rights in or power to transfer the Collateral, free from any right or claim or any person or

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any adverse lien, security interest or other encumbrance, except for the security interest created by this Agreement and (b) none of the Collateral constitutes, or is the proceeds of, “farm products” as defined in Section 9-102(a)(34) of the Uniform Commercial Code of the State.

     8. Covenants Concerning Collateral, etc. The Debtor further covenants with the Secured Party as follows: (a) the Collateral, to the extent not delivered to the Secured Party pursuant to Section 4, will be kept at those locations listed on the signature page and the Debtor will not remove the Collateral from such locations (other than in connection with the sale of inventory in the ordinary conduct of Debtor’s business), without providing at least thirty days prior written notice to the Secured Party, (b) except for the security interest herein granted, the Debtor shall be the owner of or have other rights in the Collateral free from any right or claim of any other person, lien, security interest or other encumbrance, and the Debtor shall defend the same against all claims and demands of all persons at any time claiming the same or any interests therein adverse to the Secured Party, (c) the Debtor shall not pledge, mortgage or create, or suffer to exist any right of any person in or claim by any person to the Collateral, or any security interest, lien or encumbrance in the Collateral in favor of any person, other than the Secured Party, (d) the Debtor will keep the Collateral in good order and repair and will not use the same in violation of law or any policy of insurance thereon, (e) the Debtor will permit the Secured Party, or its designee, to inspect the Collateral at any reasonable time, wherever located, (f) the Debtor will pay promptly when due all taxes, assessments, governmental charges and levies upon the Collateral or incurred in connection with the use or operation of such Collateral or incurred in connection with this Agreement, (g) the Debtor will continue to operate, its business in compliance with all applicable provisions of the federal, state and local statutes and ordinances dealing with the control, shipment, storage or disposal of hazardous materials or substances and (h) the Debtor will not sell or otherwise dispose, or offer to sell or otherwise dispose, of the Collateral or any interest therein except for sales of inventory in the ordinary course of business.

     9. Insurance.

          9.1 Maintenance of Insurance. The Debtor will maintain with financially sound and reputable insurers insurance with respect to its properties and business against such casualties and contingencies as shall be in accordance with general practices of businesses engaged in similar activities in similar geographic areas. Such insurance shall be in such minimum amounts that the Debtor will not be deemed a co-insurer under applicable insurance laws, regulations and policies and otherwise shall be in such amounts, contain such terms, be in such forms and be for such periods as may be reasonably satisfactory to the Secured Party. In addition, all such insurance shall be payable to the Secured Party as loss payee under a “standard” or “New York” loss payee clause.

          9.2 Insurance Proceeds. The proceeds of any casualty insurance in respect of any casualty loss of any of the Collateral shall, subject to the rights, if any, of other parties with an interest having priority in the property covered thereby, (i) to the extent that the amount of such proceeds is less than $50,000, be disbursed to the Debtor for direct application by the Debtor solely to the repair or replacement of the Debtor’s property so damaged or destroyed, and (ii) in all other circumstances, be held by the Secured Party as cash collateral for the Obligations. The Secured Party may, at its sole option, disburse from time to time all or any part of such

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proceeds so held as cash collateral, upon such terms and conditions as the Secured Party may reasonably prescribe, for direct application by the Debtor solely to the repair or replacement of the Debtor’s property so damaged or destroyed, or the Secured Party may apply all or any part of such proceeds to the Obligations.

          9.3 Continuation of Insurance. All policies of insurance shall provide for at least 30 days prior written cancellation notice to the Secured Party. In the event of failure by the Debtor to provide and maintain insurance as herein provided, the Secured Party may, at its option, provide such insurance and charge the amount thereof to the Debtor. The Debtor shall furnish the Secured Party with certificates of insurance and policies evidencing compliance with the foregoing insurance provision.

     10. Collateral Protection Expenses; Preservation of Collateral.

          10.1 Expenses Incurred by Secured Party. In the Secured Party’s discretion, if the Debtor fails to do so, the Secured Party may discharge taxes and other encumbrances at any time levied or placed on any of the Collateral, maintain any of the Collateral, make repairs thereto and pay any necessary insurance premiums. The Debtor agrees to reimburse the Secured Party on demand for all expenditures so made. The Secured Party shall have no obligation to the Debtor to make any such expenditures.

          10.2 Secured Party’s Obligations and Duties. The Secured Party’s sole duty with respect to the custody, safe keeping and physical preservation of the Collateral in its possession, if any, under Section 9-207 of the Uniform Commercial Code of the State or otherwise, shall be to deal with such Collateral in the same manner as the Secured Party deals with similar property for its own account.

     11. Securities. Regardless of the adequacy of Collateral or any other security for the Obligations, any deposits or other sums at any time credited by or due from the Secured Party to the Debtor may at any time be applied to or set off against any of the Obligations.

     12. Power of Attorney.

          12.1 Appointment and Powers of Secured Party. The Debtor hereby irrevocably constitutes and appoints the Secured Party and any officer or agent thereof, with full power of substitution, as its true and lawful attorneys-in-fact with full irrevocable power and authority in the place and stead of the Debtor or in the Secured Party’s own name, for the purpose of carrying out the terms of this Agreement, to take any and all appropriate action and to execute any and all documents and instruments that may be necessary or useful to accomplish the purposes of this Agreement and, without limiting the generality of the foregoing, hereby gives said attorneys the power and right, on behalf of the Debtor, without notice to or assent by the Debtor, to do the following:

               (a) upon the occurrence and during the continuance of a default by Debtor under the Purchase Agreement, generally to sell, transfer, pledge, make any agreement with respect to or otherwise dispose of or deal with any of the Collateral in such manner as is consistent with the Uniform Commercial Code of the State and as fully and completely as though the Secured Party were the absolute owner thereof for all purposes, and to do, at the Debtor’s

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expense, at any time, or from time to time, all acts and things which the Secured Party deems necessary or useful to protect, preserve or realize upon the Collateral and the Secured Party’s security interest therein, in order to effect the intent of this Agreement, all at least as fully and effectively as the Debtor might do; and

               (b) to the extent that the Debtor’s authorization given in Section 3 is not sufficient, to file such financing statements with respect hereto, with or without the Debtor’s signature, or a photocopy of this Agreement in substitution for a financing statement, as the Secured Party may deem appropriate and to execute in the Debtor’s name such financing statements and amendments thereto and continuation statements which may require the Debtor’s signature.

          12.2 Ratification by Debtor. To the extent permitted by law, the Debtor hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereof. This power of attorney is a power coupled with an interest and is irrevocable.

          12.3 No Duty on Secured Party. The powers conferred on the Secured Party hereunder are solely to protect its interests in the Collateral and shall not impose any duty upon it to exercise any such powers. The Secured Party shall be accountable only for the amounts that it actually receives as a result of the exercise of such powers, and neither it nor any of its officers, directors, employees or agents shall be responsible to the Debtor for any act or failure to act, except for the Secured Party’s own gross negligence or willful misconduct.

     13. Rights and Remedies. If a default by Debtor shall have occurred and be continuing under the Purchase Agreement, the Secured Party, without any other notice to or demand upon the Debtor shall have in any jurisdiction in which enforcement hereof is sought, in addition to all other rights and remedies, the rights and remedies of a secured party under the Uniform Commercial Code of the State and any additional rights and remedies which may be provided to a secured party in any jurisdiction in which Collateral is located, including, without limitation, the right to take possession of the Collateral, and for that purpose the Secured Party may, so far as the Debtor can give authority therefor, enter upon any premises on which the Collateral may be situated and remove the same therefrom. The Secured Party may in its discretion require the Debtor to assemble all or any part of the Collateral at such location or locations within the jurisdiction(s) of the Debtor’s principal office(s) or at such other locations as the Secured Party may reasonably designate. In addition, the Debtor waives any and all rights that it may have to a judicial hearing in advance of the enforcement of any of the Secured Party’s rights and remedies hereunder, including, without limitation, its right following a default to take immediate possession of the Collateral and to exercise its rights and remedies with respect thereto.

     14. Standards for Exercising Rights and Remedies. To the extent that applicable law imposes duties on the Secured Party to exercise remedies in a commercially reasonable manner, the Debtor acknowledges and agrees that it is not commercially unreasonable for the Secured Party (a) to fail to incur expenses reasonably deemed significant by the Secured Party to prepare Collateral for disposition or otherwise to fail to complete raw material or work in process into finished goods or other finished products for disposition, (b) to fail to obtain third party consents for access to Collateral to be disposed of, or to obtain or, if not required by other

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law, to fail to obtain governmental or third party consents for the collection or disposition of Collateral to be collected or disposed of, (c) to fail to remove liens or encumbrances on or any adverse claims against Collateral, (d) to exercise collection remedies against persons obligated on Collateral directly or through the use of collection agencies and other collection specialists, (e) to advertise dispositions of Collateral through publications or media of general circulation, whether or not the Collateral is of a specialized nature, (f) to contact other persons, whether or not in the same business as the Debtor, for expressions of interest in acquiring all or any portion of the Collateral, (g) to hire one or more professional auctioneers to assist in the disposition of Collateral, whether or not the collateral is of a specialized nature, (h) to dispose of Collateral by utilizing Internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capability of doing so, or that match buyers and sellers of assets, (i) to dispose of assets in wholesale rather than retail markets, or (j) to disclaim disposition warranties. The Debtor acknowledges that the purpose of this Section 14 is to provide non-exhaustive indications of what actions or omissions by the Secured Party would fulfill the Secured Party’s duties under the Uniform Commercial Code or other law of the State or any other relevant jurisdiction in the Secured Party’s exercise of remedies against the Collateral and that other actions or omissions by the Secured Party shall not be deemed to fail to fulfill such duties solely on account of not being indicated in this Section 14. Without limitation upon the foregoing, nothing contained in this Section 14 shall be construed to grant any rights to the Debtor or to impose any duties on the Secured Party that would not have been granted or imposed by this Agreement or by applicable law in the absence of this Section 14.

     15. No Waiver by Secured Party, etc. The Secured Party shall not be deemed to have waived any of its rights or remedies in respect of the Obligations or the Collateral unless such waiver shall be in writing and signed by the Secured Party. No delay or omission on the part of the Secured Party in exercising any right or remedy shall operate as a waiver of such right or remedy or any other right or remedy. A waiver on any one occasion shall not be construed as a bar to or waiver of any right or remedy on any future occasion. All rights and remedies of the Secured Party with respect to the Obligations or the Collateral, whether evidenced hereby or by any other instrument or papers, shall be cumulative and may be exercised singularly, alternatively, successively or concurrently at such time or at such times as the Secured Party deems expedient.

     16. Suretyship Waivers by Debtor. The Debtor waives demand, notice, protest, notice of acceptance of this Agreement, credit extended, Collateral received or delivered or other action taken in reliance hereon and all other demands and notices of any description. With respect to both the Obligations and the Collateral, the Debtor assents to any extension or postponement of the time of payment or any other indulgence, to any substitution, exchange or release of or failure to perfect any security interest in any Collateral, to the addition or release of any party or person primarily or secondarily liable, to the acceptance of partial payment thereon and the settlement, compromising or adjusting of any thereof, all in such manner and at such time or times as the Secured Party may deem advisable. The Secured Party shall have no duty as to the collection or protection of the Collateral or any income therefrom, the preservation of rights against prior parties, or the preservation of any rights pertaining thereto beyond the safe custody thereof as set forth in Section 10.2. The Debtor further waives any and all other suretyship defenses.

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     17. Marshalling. The Secured Party shall not be required to marshal any present or future collateral security (including but not limited to the Collateral) for, or other assurances of payment of, the Obligations or any of them or to resort to such collateral security or other assurances of payment in any particular order, and all of its rights and remedies hereunder and in respect of such collateral security and other assurances of payment shall be cumulative and in addition to all other rights and remedies, however existing or arising. To the extent that it lawfully may, the Debtor hereby agrees that it will not invoke any law relating to the marshalling of collateral which might cause delay in or impede the enforcement of the Secured Party’s rights and remedies under this Agreement or under any other instrument creating or evidencing any of the Obligations or under which any of the Obligations is outstanding or by which any of the Obligations is secured or payment thereof is otherwise assured, and, to the extent that it lawfully may, the Debtor hereby irrevocably waives the benefits of all such laws.

     18. Proceeds of Dispositions; Expenses. The Debtor shall pay to the Secured Party on demand any and all expenses, including reasonable attorneys’ fees and disbursements, incurred or paid by the Secured Party in protecting, preserving or enforcing the Secured Party’s rights and remedies under or in respect of any of the Obligations or any of the Collateral. After deducting all of said expenses, the residue of any proceeds of collection or sale or other disposition of the Collateral shall, to the extent actually received in cash, be applied to the payment of the Obligations in such order or preference as the Secured Party may determine proper allowance and provision being made for any Obligations not then due. Upon the final payment and satisfaction in full of all of the Obligations and after making any payments required by Sections 9-608(a)(1)(C) or 9-615(a)(3) of the Uniform Commercial Code of the State, any excess shall be returned to the Debtor. In the absence of final payment and satisfaction in full of all of the Obligations, the Debtor shall remain liable for any deficiency.

     19. Immediately upon satisfaction of the Obligations, the Secured Party shall authorize the Debtor, on behalf of the Secured Party and at Debtor’s expense, to execute and file termination statements in all jurisdictions in which financing statements were filed in respect of this Agreement, and shall take such other action or refrain from taking any other action as Debtor may reasonably request, and at Debtor’s sole expense, to effectuate the termination of this Agreement and the termination of perfection of any security interest granted in and to the Collateral.

     20. Governing Law; Consent to Jurisdiction. THIS AGREEMENT IS INTENDED TO TAKE EFFECT AS A SEALED INSTRUMENT AND SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. The Debtor agrees that any action or claim arising out of, or any dispute in connection with, this Agreement, any rights, remedies, obligations, or duties hereunder, or the performance or enforcement hereof or thereof, may be brought in the courts of the State or any federal court sitting therein and consents to the non-exclusive jurisdiction of such court and to service of process in any such suit being made upon the Debtor by mail at the address set forth on the signature page hereto. The Debtor hereby waives any objection that it may now or hereafter have to the venue of any such suit or any such court or that such suit is brought in an inconvenient court.

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     21. Waiver of Jury Trial. THE DEBTOR WAIVES ITS RIGHT TO A JURY TRIAL WITH RESPECT TO ANY ACTION OR CLAIM ARISING OUT OF ANY DISPUTE IN CONNECTION WITH THIS AGREEMENT, ANY RIGHTS, REMEDIES, OBLIGATIONS, OR DUTIES HEREUNDER, OR THE PERFORMANCE OR ENFORCEMENT HEREOF OR THEREOF. Except as prohibited by law, the Debtor waives any right which it may have to claim or recover in any litigation referred to in the preceding sentence any special, exemplary, punitive or consequential damages or any damages other than, or in addition to, actual damages. The Debtor (i) certifies that neither the Secured Party nor any representative, agent or attorney of the Secured Party has represented, expressly or otherwise, that the Secured Party would not, in the event of litigation, seek to enforce the foregoing waivers or other waivers contained in this Agreement, and (ii) acknowledges that, in entering into the Purchase Agreement, the Secured Party is relying upon, among other things, the waivers and certifications contained in this Section 21.

     22. Miscellaneous. The headings of each section of this Agreement are for convenience only and shall not define or limit the provisions thereof. This Agreement and all rights and obligations hereunder shall be binding upon the Debtor and its respective successors and assigns, and shall inure to the benefit of the Secured Party and its successors and assigns. If any term of this Agreement shall be held to be invalid, illegal or unenforceable, the validity of all other terms hereof shall in no way be affected thereby, and this Agreement shall be construed and be enforceable as if such invalid, illegal or unenforceable term had not been included herein. The Debtor acknowledges receipt of a copy of this Agreement.

     IN WITNESS WHEREOF, intending to be legally bound, the Debtor has caused this Agreement to be duly executed as of the date first above written.

BIOLASE TECHNOLOGY, INC.
By:	/s/ David M. Mulder
	Name:	David M. Mulder
	Title:	Chief Executive Officer
Organizational ID: Delaware No. 2117279 Address: 4 Cromwell, Irvine, California 92618 HENRY SCHEIN, INC.
By:	/s/ Andrew Deal
	Name:	Andrew Deal
	Title:	Vice President and Deputy General Counsel

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EX-99.1

Exhibit 99.1

NEWS RELEASE for February 25, 2010

BIOLASE ANNOUNCES GLOBAL LAUNCH OF iLASE™ PERSONAL LASER
FOR DENTAL MARKET

World’s Smallest Medical Laser Is Wireless, Completely Self-Contained

IRVINE, CA (February 25, 2010) — BIOLASE Technology, Inc. (NASDAQ:BLTI), the world’s leading dental laser company, today announced the global launch of the iLase™ diode laser, the world’s first personal laser for dentists and hygienists designed to perform a full-range of minimally invasive soft-tissue and hygiene procedures. The iLase is being introduced today at the Chicago Dental Society Midwinter Show at McCormick Place West in Chicago.

In its entirety, the iLase is about the size of a large pen, and has five full watts of power. The iLase, along with two batteries, can be transported in a carrying case the size of an eye glasses case and is the first completely self-contained, hand-held dental laser that includes the laser, user interface, battery power, and controls in a single, integrated handpiece with no foot pedals or cords attached.

The iLase is also the only dental laser controlled by a patent-pending finger switch on the laser handpiece, which uniquely eliminates the need for a foot control pedal. It also uses BIOLASE’s proprietary ComfortPulse™ control that lets clinicians adjust the laser for maximum patient comfort and cutting speed.

“The iLase is like no other instrument I have ever used,” said David Eshom, D.D.S., a general cosmetic dentist based in San Diego. “It looks great and works wonderfully. You don’t have to look for a foot pedal as you are trying to reach different parts of the mouth. You just point and shoot.”

BIOLASE Chief Executive Officer David M. Mulder said, “BIOLASE is the market leader in dental lasers. Now with the iLase, we have the best entry-level laser, and the only truly personal laser in the world for both hygienists and dentists. You can literally put everything you need in your pocket for hours of use. This new laser is a revolutionary breakthrough. It changes everything. We have found many dentists and hygienists, who have not used lasers before, are all suddenly clamoring for a chance to try and own an iLase in offices where they were being tested. We have also found that after learning about the iLase, there is a renewed interest in finding out more about the total diode solution in the ezlase™ and the best soft tissue (and hard tissue) lasers in the world, the Waterlase^® line.

“A clinician can easily carry all the components of the laser in one hand and you don’t have to plug it into a power outlet,” Mulder added. “That’s why we call it the first ‘personal’ laser.

There is nothing on the dental laser market like it, and we expect the device to significantly improve workflow in the dental suite, by making it easier than ever for any dentist and hygienist to bring laser technology to any patient.”

Craig H. Rubinoff, D.D.S., M.S., a periodontist with Rancho Bernardo Periodontics, said the iLase “feels very balanced in my hand. It feels very ergonomic. We can do everything that can be done with other soft-tissue lasers with this — and not having the foot pedal is amazing.”

Clearance of the iLase by the U.S. Food and Drug Administration (FDA) is pending. Once cleared for the market, the iLase, including handpiece, shroud, batteries, and all standard accessories will be offered at a very competitive price.

The iLase has 10 completely pre-set soft tissue and hygiene procedures at the simple push of a button, including gingivectomy, troughing for crown procedures and sulcular debridement, and a procedure for cleaning between gums and teeth for the treatment of periodontal disease. The iLase and the ezlase both share a comprehensive set of 25 FDA-cleared soft tissue and hygiene procedures. For a full diode solution, the ezlase goes beyond the basic iLase with 20-minute teeth whitening and FDA-cleared pain relief functions.

Mulder continued, “iLase represents a new category for both BIOLASE and for the industry. A self-contained laser tool is something our customers have asked for and we are pleased to be the first to deliver it. No other dental laser company devotes anywhere near the resources we do to Clinical R&D and Engineering. We are looking forward to rolling out iLase with Henry Schein, Inc. (NASDAQ:HSIC), and our other global distribution partners, as soon as it receives regulatory clearance.”

BIOLASE will be demonstrating the iLase at its booth #4619 throughout the Chicago show. The iLase is also being previewed to the media at 10:00 a.m. CST today at McCormick Place, West Building, Room W475A, 2301 S. Indiana Avenue, Chicago, IL 60616. A preview video of the iLase can also be viewed at www.biolase.com.

For more information on the iLase, contact BIOLASE at 1-877-670-4767.

About BIOLASE Technology, Inc.

BIOLASE Technology, Inc. (http://www.biolase.com), the world’s leading dental laser company, develops, manufactures and markets Waterlase technology and lasers and related products that advance the practice of dentistry and medicine. The Company’s products incorporate patented and patent pending technologies designed to provide clinically superior performance with reduced pain and faster recovery times. BIOLASE’s principal products are dental laser systems that perform a broad range of dental procedures, including cosmetic and complex surgical applications. Other products under development address ophthalmology, pain management and other medical and consumer markets.

This press release may contain forward-looking statements within the meaning of safe harbor provided by the Securities Reform Act of 1995 that are based on the current expectations and estimates by our management. These forward-looking statements can be identified through the use of words such as “anticipates,” “expects,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “may,” “will,” and variations of these words or similar expressions. Forward-looking statements are based on management’s current, preliminary expectations and are subject to risks,

uncertainties and other factors which may cause the Company’s actual results to differ materially from the statements contained herein, and are described in the Company’s reports it files with the Securities and Exchange Commission, including its annual and quarterly reports. No undue reliance should be placed on forward-looking statements. Such information is subject to change, and we undertake no obligation to update such statements.

For further information, please contact: Jill Bertotti (investor) and Len Hall (media), of Allen & Caron, +1-949-474-4300.

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EX-99.2

Lasers are the Fastest Growing Segment of Dentistry... Biolase is the Market Leader 2

The mission of Biolase Technology is to establish its proprietary technologies as the standard of care in medical and dental surgery by using its direct sales force and existing and future partners to educate the medical community about its clinical superiority in cutting, cauterizing, and disinfecting tissue. 3

Stock Market Data Common shares NASDAQ: BLTI Recent Price $2.02 52-week price range $0.30 - $2.88 Common shares outstanding (10-Q) 24,341,000 Market capitalization $47.5 Million Multiple of sales 0.7X Institutional ownership 24% 4

Safe Harbor Statement This presentation may contain forward-looking statements that are based on our current expectations, estimates and projections about our industry as well as management's beliefs and assumptions. Words such as "anticipates," "expects," "intends," "plans," "believes," "seeks," "estimates," "may," "will," and variations of these words or similar expressions are intended to identify forward-looking statements. These statements include projections about our future earnings and margins and speak only as of the date hereof. Such statements are based upon the information available to us now and are subject to change. We will not necessarily inform you of such changes. These statements are not guarantees of future performance and are subject to certain risks, uncertainties and assumptions that are difficult to predict. Therefore our actual results could differ materially and adversely from those expressed in any forward-looking statements as a result of various factors. The important factors which could cause actual results to differ materially from those in the forward-looking statements include, among others, a downturn or leveling off of demand for our products due to the availability and pricing of competing products and technologies, quality issues and parts supplied by third parties, general market and political conditions, a domestic economic recession or slow down, the volume and pricing of product sales, our ability to control costs, intellectual property disputes, the effects of natural disasters and other events beyond our control and other factors including those detailed in BIOLASE's filings with the Securities and Exchange Commission including its prior filings on Form 10-K and Form 10-Q. 5

Topics Waterlase "Hard Tissue" Lasers - The Future Paradigm in Dentistry Soft Tissue Dental Laser Products and Markets New Product Pipeline and Market Opportunity Intellectual Property Financial Overview Investment Highlights 6

Biolase Dental Solutions 7

Entry Level All- Tissue common restorative pediatric The Personal Laser common, everyday soft-tissue procedures Total Diode Solution common & advanced soft-tissue whitening pain therapy Best in Class All-Tissue common & advanced restorative periodontics endodontics cosmetic surgical pediatric Advanced Soft-tissue Whitening Pain Therapy Hard and Soft- Tissue Fastest Cutting Periodontics Endodontics A Solution for Every Dentist 8

Introducing Waterlase MD Turbo(tm)! Breakthrough MD Turbo introduced Mid 2009 Cutting speed increased 4x - now comparable to a high speed drill Lack of speed was a key reason for historic delay in purchase of lasers 9

A Bur vs. WaterLase Cut on Your Enamel (Hardest Surface of the Tooth) VISIBLE MICROFRACTURES Drill Waterlase SEM's courtesy of Loma Linda University School of Dentistry, Loma Linda, California, USA Bur Cut Laser Cut Note smear layer (dead tissue and bacteria) of cut enamel and widespread microfractures that leads to weakening of tooth structure and poor bonding Laser gives increase in bond strength with bonding to the core tooth structure Scanning Electron Microscope Photographs at 5000x 10

Zone of Necrosis: the Depth of Tissue Damaged Around Incision Waterlase: 5-10 Cell layers Diode laser: 15-25 Cell layers Scalpel: 100-300 Cell layers Electrosurgical Unit: 1000 - 1500 cell layers 11

Laser Surgery Changes the Healing Process Barrier Clot Inflammation Tissue Regeneration Tissue Remodeling Tissue Regeneration Tissue Remodeling Normal Healing Cascade Laser Wound Healing Cascade Injury Healing Complete Healing Complete 12

13 Waterlase MD Turbo Provides significant advantages for both Doctors and Patients vs. Traditional Instrumentation l Waterlase MD Turbo Indication Traditional Instrumentation No heat, high pitch ,noise or vibration , fractures & minimal or no pain with greatly reduced need for injection of anesthetic Drilling teeth for cavity preps Drill/bur causes heat, vibration and fracturing that requires injections for most cavities Rapid, clean cut, no heat, minimally invasive, conserves bone for harvesting Cutting Bone Drill causes thermal damage, more bleeding Disinfects canal 2-3X more effective than traditional therapy Root Canal Rotary instruments and files create smear layer Safely removes soft tissue with no bleeding, reduced swelling and inflammation and no need for injectionsPredictable end points Soft Tissue Scalpel causes bleeding, pain, post-op swelling, longer recovery times, usually requires stitchesElectrosurgery - large zone of thermal necrosis, longer recovery time, unpredictable results, damage to surrounding soft tissue. Contraindicated around metal, pacemakers, dental implants, etc. Removes calculus & plaque with minimal loss of healthy tooth structure. Easily accesses difficult to reach pockets, safe on nearby soft tissue, bone Scaling & Root Planing Ultrasonics & Hand Instruments remove more healthy tooth structure, hard to remove all plaque and calculus due to poor visibility Minimally invasive, no bleeding, reduced swelling, no stitches, bactericidal effect Periodontal Therapy Requires flapping gum tissue from teeth and bone, bloody, painful, long recovery time 2/25/2010 13

Introducing Deep Pocket Therapy with New Attachment(tm) using the Waterlase MD(tm) Strong correlation between periodontal disease and coronary artery disease, pre-term low birth weight babies, etc. now established Minimally invasive alternative therapy for moderate to advanced gum disease Promotes cementum-mediated periodontal ligament new-attachment to the root surface Effective for removal of subgingival inflamed tissue and calculus that can lead to re-infection 14 Periodontal disease #1 cause of tooth loss in adults worldwide 30% of the population genetically susceptible At least half of population over 55 has periodontitis with as high as 80% with some level of gum disease References: American Dental Association, American Academy of Periondontology

Endodontics: Waterlase MD is the Only Laser FDA-cleared for Access, Cleaning & Enlargement, and Disinfection of the Root Canal 15 Disinfection Of over 15 million root canal procedures performed annually in US, 6% require retreatment - up to 900,000 failures a year Principal cause is re-infection with E. faecalis* 99.7% Reduction in bacterial counts approaches sterilization to reduces risk of re-infection Bacteria counts 2.86 X lower than most effective conventional treatment Effective on most resistant bacteria - E. faecalis Minimally Invasive Technique Conserves Tooth Structure Only 2-3 min. for disinfection Saves 20-30 min. over conventional treatment *Siqueira and Rocas; "Polymerase chain reaction-based analysis of microorganisms associated with failed endodontic treatment, OOO, 2004 97;85-94

Waterlase Revenues vs Total Revenues The direct sales model and lower end-user prices have historically driven superior demand growth Distributors may not adequately incentivize their sales force and may carry alternative equipment with varying economics to the rep. 16 Changed to distribution model in North America (CHART)

Waterlase Domestic Penetration If Every Dentist in America had a Waterlase $12 Billion Market - Our Largest Opportunity 17 $0.3 Billion $1.6 Billion $4.1 Billion $4.1 Billion $1.9 Billion $12 Billion

Waterlase Domestic Penetration 3% of Domestic Dentists Have Waterlase Today Roughly $0.3 Billion Domestic Sales Primarily Over 6 Years 18 $0.3 Billion $1.6 Billion $4.1 Billion $4.1 Billion $1.9 Billion 3% US Penetration Today

Waterlase Domestic Penetration Penetration Varies With Over 10% in Some Markets Potential $1.9 Billion - In 5 Years, $300MM Yr Avg. 19 $0.3 Billion $1.6 Billion $4.1 Billion $4.1 Billion $1.9 Billion Penetration in various markets

Waterlase Domestic Penetration Long-Term Goal of Stretching Beyond Innovators and Early Adopters 20 $0.3 Billion $1.6 Billion $4.1 Billion $4.1 Billion $1.9 Billion Penetration in various markets

Diode (soft tissue) Dental Laser Market Opportunity Diode (soft tissue) Dental Laser Market Opportunity 21 Source: iData (CHART) 2009 US Diode Laser Market (US$M) Estimated US Diode Laser Market Opportunity $1.2 Billion

22 22 ezlase(tm): The Only Total Diode Dental Laser Solution ezlase Whitening and Pain Therapy Handpiece

23

2 iLase - The world's first personal laser You can carry the entire system in just one hand, or on a tray Innovative finger-switch design No foot pedal No power cord No external controls or interfaces Complete freedom of movement No need to share lasers ...the iLase is the only personal laser! Note: iLase is pending 510(k) clearance, not available for sale within the Unites States

25 iLase - The next discontinuous change to dentistry We believe the iLase will become part of a dentist's or hygienist's regular set of tools Minimally invasive dentistry for everyone - market opportunity of hundreds of thousands of units No impact on operatory working environment Set-up in seconds, and easy to use Affordable pricing

New Market Opportunities & Product Pipeline P & G - Laser Toothbrush and Other Light Emitting Devices Chiropractic & Sports Medicine Veterinary Medicine Ophthalmology Opportunity - Waterlase for Presbyopia Dermatology 26

Diolase 10 for Chiropractic and Sports Medicine Introduced to marketplace of approx. 60,000 chiropractors Dec. 2009 Product offers advantages in price, performance and ergonomics over competitive lasers Sales manager and 6 independent sales reps covering the US Provides highly effective, non-pharmaceutical pain relief and therapy High Intensity Laser Therapy (HILT) a new modality with improved efficacy over early Low Level Laser Therapy ( LLLT) Based on proven ezlase(tm) platform New Deep Tissue hand piece in Q1 2010 expands indications 27

Ophthalmology - Waterlase for Presbyopia Presbyopia is the need to wear reading glasses Results from early stage clinical trials are promising and the Company is searching for a strategic partner to continue the trials and seek FDA clearance to treat Presbyopia through Laser Assisted Scleral Ablation for Presbyopia Presbyopia affects: 2 billion people worldwide 100 million in the US 100 million in Europe 28

29 Dominant Intellectual Property Portfolio Worldwide portfolio of patents, trademarks, trade secrets, copyrights and other intellectual property rights 131 Issued Patents with an additional 169 patents pending Covers use of laser technologies and fluids for dental medical, cosmetic and some industrial applications Approximately 70% provide market protection for core technologies

Third Quarter & Nine-Month Revenue by Product Sales by Product Line (in $Millions) Percent of Sales Q3 YTD Q3 YTD 9/30/09 9/30/09 9/30/09 9/30/09 Waterlase Family 7.0 18.0 58% 63 % Diolase Family 1.8 6.0 15% 19 % Total Lasers 8.8 24.0 73% 82 % Consumables, Service, Other 3.0 7.8 25% 13 % License and Royalties 0.3 1.2 2% 5 % Total 12.1 33.0 100% 100% 30

Third Quarter & Nine-Month Operating Highlights Q3 YTD 9/30/09 9/30/09 Net Revenue $12.1 $33.0 Gross Profit $5.8 $15.7 % revenue 48% 48% Operating Expenses $4.9 $17.3 % revenue 40% 52% Operating Profit (Loss) $0.9 ($1.6) % revenue 7% (5%) Net Income (Loss) $0.9 ($1.5) Earnings per share $0.04 $(0.06) ($ in millions, except per share data) 31

Q3 Balance Sheet Highlights 9/30/09 6/30/09 Cash and Equivalents $3.9 $3.5 Net Working Capital $5.8 $4.0 Total Assets $23.3 $22.4 Stockholders' Equity $9.1 $7.7 ($ in millions) 32

Experienced Management Team 33

Worldwide Distribution Network North America Wayne R. Harrison, DDS, Director of US Sales Tannis Sigurdson, Director of Canadian Sales 4 Regional Managers in the United States 24 Direct Sales Representatives and growing International William Brown, VP International plus finance and customer support based in Irvine Pedro Morales, Sales Manager for Europe, Middle East and Latin America in Madrid European Service and Sales Support facility based in Floss Germany Peter Rowland, VP Asia-Pacific and Ritchie Bower, Service Manager based in Australia. Network of 54 distributors in 50 countries 34

Summary 35 Biolase expects to Enter a New Growth Phase New approach to Core Market iLase - Expected to Expand the Market as the New Paradigm in Soft Tissue lasers Future lasers - Smaller, Faster, Cheaper, Better Expand Revenue Opportunity By Partnering Core Technologies in New Markets

Thank You.