AMERICAN DENTAL PARTNERS, INC.
SECOND AMENDED AND RESTATED
AUDIT COMMITTEE CHARTER

Adopted February 20, 2007

A. Purpose of the Committee
The primary purposes of the Audit Committee (the "Committee") of the Board of Directors (the "Board") of American Dental Partners, Inc. (the "Company") are to: (i) assist the Board in overseeing (a) the integrity of the financial statements of the Company, the accounting and financial reporting processes of the Company, and the Company’s systems of internal accounting and financial controls, (b) the qualifications and independence of the Company's independent public accountants (the "independent auditor"), (c) the audits of the Company's financial statements and the performance of the Company's independent auditor, and (d) the Company's compliance with legal and regulatory requirements; and (ii) prepare the report required by the rules of the Securities and Exchange Commission (the "SEC") to be included in the Company's annual proxy statement.

In discharging its responsibilities, the Committee is not itself responsible for planning or conducting audits or for any determination that the Company's financial statements are complete and accurate or in accordance with generally accepted accounting principles ("GAAP") or applicable rules and regulations. This is the responsibility of Company management and the independent auditor.

B. Composition of the Committee
The Committee shall consist of no fewer than three directors, each of whom shall be an independent director, as defined by the rules and regulations of The Nasdaq Stock Market, Inc. ("Nasdaq"). In addition, each member of the Committee shall meet the independence and experience standards required of audit committee members under the rules and regulations of the SEC and Nasdaq and applicable law.

The members of the Committee shall be appointed and serve at the pleasure of the Board. Vacancies on the Committee may be filled by the Board, and members of the Committee may be removed only by the Board.

C. Meetings and Procedures of the Committee
The Committee shall hold such regular and special meetings, either in person or by conference call, as may be required for the performance of the Committee's responsibilities under this charter or as the Committee deems necessary. The Committee may also take action in a writing or writings signed by all Committee members. The Committee may form and delegate authority to subcommittees of one or more members when appropriate, including the authority to grant preapprovals of audit and permitted non-audit services as described in Section D.2, below.

The Committee shall meet periodically with management and the independent auditor in separate executive sessions. The Committee may request that any directors, officers or employees of the Company, or other persons whose advice and counsel are sought by the Committee, attend any meeting of the Committee to provide such information as the Committee requests or to meet with any members of, or consultants to, the Committee.

D. Committee Authority and Responsibilities
The Committee shall have the following authority and responsibilities:

1. Engagement of Independent Auditor. The Committee shall have the sole authority to engage the independent auditor and replace the independent auditor when the Committee may deem it appropriate. The Committee shall have direct authority for oversight of the work of the independent auditor related to preparing or issuing an audit report or related work, or performing other audit, review or attestation services for the Company, including resolution of disagreements between management and the independent auditor regarding financial reporting.


2. Preapproval of Audit and Non-Audit Services. The Committee must preapprove all auditing services and permitted non-audit services to be performed for the Company by the independent auditor (including the related fees and terms), subject to such de minimus exceptions for non-audit services described in the Securities and Exchange Act of 1934, as amended, and the rules and regulations thereunder which are approved by the Committee prior to completion of the audit. The Committee may adopt such related policies and procedures, consistent with the SEC and Nasdaq rules and regulations and applicable law, as the Committee shall deem appropriate.


3. Independence and Performance of Independent Auditor. The Committee shall receive periodic reports from the independent auditor as required by the Independence Standards Board (or any successor body) regarding the auditor’s independence, which shall be not less frequently than annually. The Committee shall discuss such reports with the auditor, and if the Committee deems it appropriate, take action to satisfy itself of the independence of the auditor. The Committee shall review the performance of the Company's independent auditor at least annually.


4. Audit Plans. The Committee shall discuss with the independent auditor the overall scope and plans for each audit, including factors that may affect the effectiveness and timeliness of the audit, and discuss with management and the independent auditor, among other things, the Company's major risk exposures (whether financial, operating or otherwise) and the steps management has taken to monitor and control those exposures, including the Company's risk assessment and risk management policies.


5. Review of Disclosure Controls and Procedures. The Committee shall review periodically with the Chief Executive Officer and the Chief Financial Officer management’s conclusions about the efficacy of the Company's disclosure controls and procedures, including any significant deficiencies in the design or operation of such controls and procedures, material weaknesses, and any fraud involving management or other employees who have a significant role in the Company's internal controls. The Committee shall review with the independent auditor management’s annual internal control report, including the independent auditor's attestation of that report, if any.


6. Review of Annual SEC Filings. The Committee shall review and discuss with management and the independent auditor the financial information to be included in the Company’s Annual Report on Form 10-K (or the annual report to stockholders if distributed prior to the filing of the Form 10-K). The Committee shall also discuss the results of the annual audit and any other matters required to be communicated to the Committee by the independent auditor under generally accepted auditing standards, applicable law or listing standards. Based on such review and discussions, the Committee shall make a determination whether to recommend to the Board that the audited financial statements be included in the Company's Form 10-K.


7. Consultation with Independent Auditor. The Committee shall review with the independent auditor any problems or difficulties the independent auditor may have encountered in connection with the annual audit or otherwise, including any restrictions on the scope of activities or access to required information, any disagreements with management regarding GAAP or other matters, material adjustments to the financial statements recommended by the independent auditor and adjustments that were proposed but "passed," regardless of materiality. The Committee also shall review any management letter issued or proposed to be issued by the independent auditor and the Company's response to that letter.


8. Preparation of Report for Proxy Statement. The Committee shall produce the report required to be included in the Company's annual proxy statement in accordance with applicable rules and regulations.


9. Review of Quarterly SEC Filings and Other Communications. The Committee shall review and discuss with management and the independent auditor the quarterly financial information to be included in the Company's Quarterly Reports on Form 10-Q. The Committee also shall review and discuss with management the Company’s earnings press releases.


10. Review of Additional Matters. The Committee shall review with management and the independent auditor: (a) material issues regarding accounting principles and financial statement presentations, including any significant changes in the Company's selection or application of accounting principles, and material issues as to the adequacy of the Company's internal controls and any special audit steps adopted in light of material control deficiencies; (b) all alternative treatments of financial information within GAAP that have been discussed with management, ramifications of the use of such alternative disclosures and treatments, and the treatment preferred by the independent auditor; and (c) the effect of regulatory and accounting initiatives.


11. Anonymous Reporting. The Committee shall establish procedures for the receipt, retention and handling of complaints received by the Company regarding accounting, internal accounting controls, or auditing matters and the confidential, anonymous submission by employees of the Company of concerns regarding accounting or auditing matters.


12. Review of Legal and Regulatory Compliance. The Committee shall periodically review with management and the independent auditor any correspondence with, or other action by, regulators or governmental agencies and any employee complaints or published reports that raise concerns regarding the Company's financial statements, accounting or auditing matters, or compliance with such codes of ethics or conduct or similar policies as the Company may have in effect from time to time. The Committee also shall meet periodically with legal counsel to the Company to review material legal affairs of the Company and the Company's compliance with applicable law and listing standards.


13. Related Party Transactions. All related party transactions, as defined in the Company's Policy Regarding Related Party Transactions (the "Policy"), shall be subject to the prior approval of the Committee, other than those approved by the disinterested members of the Board or, with respect to compensation, by the Compensation Committee of the Board as contemplated by the Policy.


14. Other Authority and Responsibilities. The Committee shall have such additional authority and responsibilities as may be granted to or imposed upon the Committee from time to time under applicable law, SEC rules, or Nasdaq rules or listing standards. The Committee also shall carry out such other duties that may be delegated to it by the Board.

E. Investigations; Outside Advisors
The Committee may conduct or authorize such investigations into or reviews of matters within the Committee's authority and responsibilities as it considers appropriate, and may retain, at the Company's expense, such outside legal, accounting or other advisors as it deems necessary. The Committee and any advisors retained by it shall have full access to all books, records, facilities, and personnel of the Company in connection with any such investigation or review.

F. Evaluation of Charter
The Committee shall review this charter at least annually and suggest modifications to it as circumstances dictate, as determined by the Committee.