Henry Schein, Inc. 135 Duryea Road Melville, New York 11747

Exhibit 10.1

Xxxxx Xxxxxx, Inc.
000 Xxxxxx Xxxx
Xxxxxxxx, Xxx Xxxx 00000

January 31, 2010

Biolase Technology, Inc.
0 Xxxxxxxx
Xxxxxx, XX 00000

Attention:		Xxxxx X. Xxxxxx
		Chief Executive Officer

Dear Xx. Xxxxxx,

This letter agreement shall serve to amend that certain License and Distribution Agreement by and between Xxxxx Xxxxxx, Inc. (“HSI”) and Biolase Technology, Inc. (“Biolase”), dated as of August 8, 2006, as amended (the “Agreement”). Capitalized terms used herein but not defined herein have the meanings set forth in the Agreement.

As of the date set forth above, the parties hereby agree as follows:

1. Section 6 of the letter agreement, dated February 27, 2009 amending the Agreement, is hereby amended such that HSI may provide written notice of its intent to extend the Agreement for the first additional one year term at any time on or prior to February 25, 2010.

2. HSI agrees not to solicit for employment any Biolase employees to whom HSI may be introduced or otherwise may have or had contact with as a result of the Agreement or otherwise for a period of two (2) years after the date of this letter agreement.

3. HSI acknowledges that Biolase has been communicating, and will continue to communicate, with distributors other than HSI for the purpose of potential distributor relationships regarding the Products, and HSI agrees that such communications shall not constitute or otherwise be deemed a breach of the terms and conditions of the Agreement, including but not limited to a breach of the distributor exclusivity provisions set forth therein.

This letter agreement amends certain terms and conditions of the Agreement. All other terms and conditions of the Agreement that are not modified by this letter agreement are hereby ratified and confirmed in all respects, and shall remain in full force and effect. Should there be any conflict between the terms and conditions contained in this letter agreement and the Agreement, the terms and conditions of this letter agreement shall govern and control.

This letter agreement shall be governed by, and construed and enforced in accordance with the laws of the State of California, without regard to conflict of laws principles.

Please acknowledge your agreement to the foregoing terms and conditions by executing this letter agreement.

Very truly yours,

XXXXX XXXXXX, INC.

By:	/s/ Xxxxx X. Xxxxxx
	Name:	Xxxxx X. Xxxxxx
	Title:	Vice President
ACCEPTED AND AGREED: BIOLASE TECHNOLOGY, INC.
By:	/s/ Xxxxx X. Xxxxxx
	Name:	Xxxxx X. Xxxxxx
	Title:	Chief Executive Officer