INTERDENT INC, SC 13E3/A, 1999-12-30

INTERDENT INC
SC 13E3/A, 1999-12-30
MISC HEALTH & ALLIED SERVICES, NEC

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AS FILED WITH THE SECURITIES EXCHANGE COMMISSION ON DECEMBER 30, 1999

FILE NO. 5-56231
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

AMENDMENT NO. 1
TO
SCHEDULE 13E-3
RULE 13E-3 TRANSACTION STATEMENT
(Pursuant to Section 13(e) of the Securities Exchange Act of 1934)
------------------------

INTERDENT, INC.
(Name of Issuer)
------------------------------

INTERDENT, INC.
CB CAPITAL INVESTORS, L.P.
SPROUT CAPITAL VII, L.P.
DLJ CAPITAL CORPORATION
DLJ FIRST ESC L.L.C.
SPROUT GROWTH II, L.P.
THE SPROUT CEO FUND, L.P.
SRM 1993 CHILDREN'S TRUST
MICHAEL T. FIORE
(Name of Persons Filing Statement)
------------------------------

COMMON STOCK, PAR VALUE $0.001 PER SHARE
(Title of Class of Securities)

45865R109
(CUSIP Number of Class of Securities)

MICHAEL T. FIORE
CO-CHAIRMAN AND CHIEF EXECUTIVE OFFICER
INTERDENT, INC.
222 NORTH SEPULVEDA BLVD., SUITE 740
EL SEGUNDO, CALIFORNIA, 90235
(310) 765-2400
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications on Behalf of the Persons Filing Statement)

COPIES TO:

RICHARD J. BABCOCK, ESQ.
ROBERT I. NEWTON, ESQ.
DANIEL E. ROSTON, ESQ.
MCDERMOTT, WILL & EMERY
18101 VON KARMAN, SUITE 1100
IRVINE, CALIFORNIA, 92612
(949) 851-0633
------------------------

This statement is filed in connection with (check the appropriate box):

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<C> <C> <S>
a. /X/ The filing of solicitation materials or an information
statement subject to Regulation 14A, Regulation 14C or Rule
13e-3(c) under the Securities Exchange Act of 1934.
b. / / The filing of a registration statement under the Securities
Act of 1933.
c. / / A tender offer.
d. / / None of the above.
</TABLE>

Check the following box if the soliciting materials or information statement
referred to in checking box (a) are preliminary copies: /X/
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This amended Rule 13e-3 Transaction Statement on Schedule 13E-3 filed
pursuant to Section 13(e) of the Securities and Exchange Act of 1934, as
amended, relates to the Agreement and Plan of Merger, dated as of October 22,
1999, by and between InterDent, Inc. and ID Recap, Inc. The terms and conditions
of the merger agreement are described in the revised proxy statement filed by
InterDent with the Securities and Exchange Commission immediately prior to the
filing of this statement.

The cross reference sheet below is being supplied pursuant to General
Instruction F to Schedule 13E-3 and shows the location in the proxy statement of
the information required to be included in response to the items of this
statement. The information in the proxy statement, including all exhibits
thereto, is hereby expressly incorporated herein by reference and the responses
to each item in this statement are qualified in their entirety by the
information contained in the proxy statement.
<PAGE>
CROSS-REFERENCE SHEET

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<CAPTION>
ITEM IN
SCHEDULE 13E-3 WHERE LOCATED IN THE PROXY STATEMENT
- ----------------------------- ------------------------------------------------------------
<S> <C>
Item 1(a) Cover Page

Item 1(b) INFORMATION CONCERNING THE SPECIAL MEETING -- Vote Required
to Approve the Merger; Certain Holders of Common Stock and
Preferred Stock Voting in Favor of the Merger

Item 1(c)-(d) MARKET PRICE INFORMATION; DIVIDENDS AND RELATED STOCKHOLDER
MATTERS and SELECTED FINANCIAL DATA

Item 1(e) *

Item 1(f) MARKET PRICE INFORMATION; DIVIDENDS AND RELATED STOCKHOLDER
MATTERS -- Affiliate Group Common Stock Purchase Information

Item 2(a)-(d) and (g) SPECIAL FACTORS -- Members of the Affiliate Group and
Appendix G

Item 2(e)-(f) **

Item 3(a)(1) *

Item 3(a)(2) and (b) SPECIAL FACTORS -- Background of the Merger; -- Conflicts of
Interests and Other Interests of the Affiliate Group --
EXCHANGE AND SUBSCRIPTION AGREEMENTS -- PAYMENT AND
CANCELLATION OF 7% CONVERTIBLE SUBORDINATED NOTES --
MANAGEMENT SERVICES AGREEMENT -- STOCKHOLDERS AGREEMENT --
VOTING AGREEMENT -- TREATMENT OF STOCK OPTIONS

Item 4(a) SPECIAL FACTORS; PROPOSALS AT THE SPECIAL MEETING and
Appendices A, C, and D

Item 4(b) SPECIAL FACTORS -- Conflicts of Interest and Other Interests
of the Affiliate Group -- EXCHANGE AND SUBSCRIPTION
AGREEMENTS -- PAYMENT AND CANCELLATION OF 7% CONVERTIBLE
NOTES -- STOCKHOLDERS AGREEMENT -- VOTING AGREEMENT --
TREATMENT OF STOCK OPTIONS

Item 5(a)-(g) SPECIAL FACTORS -- Plans for InterDent after the Merger

Item 6(a)-(c) SPECIAL FACTORS -- Financing and Expenses of the Merger

Item 6(d) *

Item 7(a)-(c) SPECIAL FACTORS -- Background of the Merger; -- Purposes and
Reasons of the Merger; Certain Effects of the Merger

Item 7(d) SPECIAL FACTORS -- Purposes and Reasons of the Merger;
Certain Effects of the Merger; -- Conflicts of Interest and
Other Interests of the Affiliate Group -- EXCHANGE AND
SUBSCRIPTION AGREEMENTS -- PAYMENT AND CANCELLATION OF 7%
CONVERTIBLE SUBORDINATED NOTES -- EMPLOYMENT AGREEMENTS --
MANAGEMENT SERVICES AGREEMENT -- STOCKHOLDERS AGREEMENT --
VOTING AGREEMENT; -- Rights of Dissenting Stockholders;
PROPOSALS AT THE SPECIAL MEETING -- Certain Tax
Considerations; -- Accounting Treatment; -- Certain
Litigation; MARKET PRICE INFORMATION; DIVIDENDS; AND RELATED
STOCKHOLDER MATTERS -- Effect of Merger on Principal
Stockholders of InterDent; -- Effect of Merger on Interests
in Net Book Value and Net Earnings of InterDent

Item 8(a)-(b) SPECIAL FACTORS -- Background of the Merger; --
Recommendations of the Special Committee and the Board of
Directors; Fairness of the Merger; -- Opinion of Deutsche
Banc Alex. Brown; -- Position of the Affiliate Group as to
Fairness
</TABLE>

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<TABLE>
<CAPTION>
ITEM IN
SCHEDULE 13E-3 WHERE LOCATED IN THE PROXY STATEMENT
- ----------------------------- ------------------------------------------------------------
<S> <C>
Item 8(c) INFORMATION CONCERNING THE SPECIAL MEETING -- Vote Required
to Approve the Merger; Certain Holders of Common Stock and
Preferred Stock Voting in Favor of the Merger; SPECIAL
FACTORS -- Purposes and Reasons of the Merger; Certain
Effects of the Merger

Item 8(d) SPECIAL FACTORS -- The Special Committee

Item 8(e) SPECIAL FACTORS -- The Special Committee; -- Recommendations
of the Special Committee and the Board of Directors

Item 8(f) *

Item 9(a)-(c) SPECIAL FACTORS -- Background of the Merger; -- The Special
Committee; -- Opinion of Deutsche Banc Alex. Brown and
Appendix B

Item 10(a) SPECIAL FACTORS -- Position of the Affiliate Group as to
Fairness; -- Conflicts of Interest and Other Interests of
the Affiliate Group -- EXCHANGE AND SUBSCRIPTION AGREEMENTS
-- PAYMENT AND CANCELLATION OF 7% CONVERTIBLE SUBORDINATED
NOTES -- EMPLOYMENT AGREEMENTS -- STOCKHOLDERS AGREEMENT --
VOTING AGREEMENT and Appendices A, C, and D

Item 10(b) *

Item 11 SPECIAL FACTORS -- Position of Affiliate Group as to
Fairness; -- Conflicts of Interest and Other Interests of
the Affiliate Group -- EXCHANGE AND SUBSCRIPTION AGREEMENTS
-- PAYMENT AND CANCELLATION OF CONVERTIBLE SUBORDINATED
NOTES -- EMPLOYMENT AGREEMENTS -- STOCKHOLDERS AGREEMENT --
VOTING AGREEMENT and Appendices A, C, and D

Item 12(a)-(b) SPECIAL FACTORS -- Position of Affiliate Group as to
Fairness; -- Conflicts of Interest and Other Interests of
the Affiliate Group -- EXCHANGE AND SUBSCRIPTION AGREEMENTS
-- VOTING AGREEMENT and Appendices A, C, and D

Item 13(a) SPECIAL FACTORS -- Rights of Dissenting Stockholders and
Appendix E

Item 13(b-(c)) *

Item 14(a) SELECTED FINANCIAL DATA and Pages F-1 through F-56

Item 15(a)-(b) INFORMATION CONCERNING THE SPECIAL MEETING -- Solicitation
and Revocation of Proxies

Item 16 PROPOSALS AT THE SPECIAL MEETING -- Certain Litigation;
BUSINESS OF THE COMPANY -- Legal Proceedings; Proxy
Statement and related Notice of Special Meeting and Proxy

Item 17(a) *

Item 17(b) **

Item 17(c) **

Item 17(d) Proxy Statement and related Notice of Special Meeting and
Proxy

Item 17(e) Appendix E

Item 17(f) *
</TABLE>

- ------------------------

* The Item is inapplicable or the answer thereto is in the negative.
** The information requested by this item is included in this Schedule 13E-3 or
as an Exhibit hereto.
<PAGE>
ITEM 1. ISSUER AND CLASS OF SECURITIES SUBJECT TO THE TRANSACTION

(a) The information set forth on the cover page of the Proxy Statement is
incorporated herein by reference.

(b) The information set forth under "INFORMATION CONCERNING THE SPECIAL
MEETING -- Vote Required to Approve the Merger; Certain Holders of Common Stock
and Preferred Stock Voting in Favor of the Merger" is incorporated herein by
reference.

(c)-(d) The information set forth under "MARKET PRICE INFORMATION;
DIVIDENDS AND RELATED STOCKHOLDER MATTERS" and "SELECTED FINANCIAL DATA" is
incorporated herein by reference.

(e) Not applicable.

(f) The information set forth under "MARKET PRICE INFORMATION; DIVIDENDS;
AND RELATED STOCKHOLDER MATTERS -- Affiliate Group Common Stock Purchase
Information" is incorporated herein by reference.

ITEM 2. IDENTITY AND BACKGROUND

(a)-(d) and (g) This Schedule 13E-3 is being filed by the issuer, C.B.
Capital Investors, L.P., Sprout Capital VII, L.P., DLJ Capital Corp., DLJ First
ESC L.L.C., Sprout Growth II, L.P., The Sprout CEO Fund, L.P., SRM 1993
Children's Trust, Michael T. Fiore and certain related person. The information
set forth under "SPECIAL FACTORS -- Members of the Affiliate Group" and
Appendix G is incorporated herein by reference.

(e) and (f) During the last five years, none of individuals described in
Items 2 (a)-(d) above has been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors); nor has been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction
resulting in a judgment, decree or final order enjoining future violations of,
or prohibiting or mandating activities subject to, federal or state securities
laws or finding any violation with respect to such laws.

ITEM 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS

(a)(1) Not applicable.

(a)(2) and (b) The information set forth under "SPECIAL FACTORS --
Background of the Merger; -- Conflicts of Interests and Other Interests of the
Affiliate Group -- EXCHANGE AND SUBSCRIPTION AGREEMENTS -- PAYMENT AND
CANCELLATION OF 7% CONVERTIBLE SUBORDINATED NOTES -- MANAGEMENT SERVICES
AGREEMENT -- VOTING AGREEMENT -- STOCKHOLDERS AGREEMENT -- TREATMENT OF STOCK
OPTIONS" is incorporated herein by reference.

ITEM 4. TERMS OF THE TRANSACTIONS

(a) The information set forth under "SPECIAL FACTORS," "PROPOSALS AT THE
SPECIAL MEETING" and Appendices A, C and D is incorporated herein by reference.

(b) The information set forth under "SPECIAL FACTORS -- Conflicts of
Interest and Other Interests of the Affiliate Group -- EXCHANGE AND SUBSCRIPTION
AGREEMENTS -- PAYMENT AND CANCELLATION OF 7% CONVERTIBLE SUBORDINATED NOTES --
VOTING AGREEMENT -- STOCKHOLDERS AGREEMENT -- TREATMENT OF STOCK OPTIONS" is
incorporated herein by reference.

ITEM 5. PLANS OR PROPOSALS OF THE ISSUER OR AFFILIATE

(a)-(g) The information set forth under "SPECIAL FACTORS -- Plans for
InterDent after the Merger" is incorporated herein by reference.

1
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ITEM 6. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

(a)-(c) The information set forth under "SPECIAL FACTORS -- Financing and
Expenses of the Merger" is incorporated herein by reference.

(d) Not applicable.

ITEM 7. PURPOSES, ALTERNATIVES, REASONS AND EFFECTS

(a)-(c) The information set forth under "SPECIAL FACTORS -- Background of
the Merger; -- Purposes and Reasons of the Merger; Certain Effects of the
Merger" is incorporated herein by reference.

(d) The information set forth under "SPECIAL FACTORS -- Purposes and
Reasons of the Merger; Certain Effects of the Merger; -- Conflicts of Interest
and Other Interests of the Affiliate Group -- EXCHANGE AND SUBSCRIPTION
AGREEMENTS -- PAYMENT AND CANCELLATION OF 7% CONVERTIBLE SUBORDINATED NOTES --
EMPLOYMENT AGREEMENTS -- MANAGEMENT SERVICES AGREEMENT -- STOCKHOLDERS
AGREEMENT -- VOTING AGREEMENT; --Rights of Dissenting Stockholders;" "PROPOSALS
AT THE SPECIAL MEETING -- Certain Tax Considerations -- Accounting Treatment --
Certain Litigation;" and "MARKET PRICE INFORMATION; DIVIDENDS; AND RELATED
STOCKHOLDER MATTERS -- Effect of Merger on Principal Stockholders of InterDent;
- -- Effect of Merger on Interests in Net Book Value and Net Earnings of
InterDent" is incorporated herein by reference.

ITEM 8. FAIRNESS OF THE TRANSACTIONS

(a)-(b) The information set forth under "SPECIAL FACTORS -- Background of
the Merger; -- Recommendations of the Special Committee and the Board of
Directors; Fairness of the Merger; -- Opinion of Deutsche Banc Alex. Brown; --
Position of the Affiliate Group as to Fairness" is incorporated herein by
reference.

(c) The information set forth under "INFORMATION CONCERNING THE SPECIAL
MEETING -- Vote Required to Approve the Merger; Certain Holders of Common Stock
and Preferred Stock Voting in Favor of the Merger " and "SPECIAL FACTORS --
Purposes and Reasons of the Merger; Certain Effects of the Merger" is
incorporated herein by reference.

(d) The information set forth under "SPECIAL FACTORS -- The Special
Committee" is incorporated herein by reference.

(e) The information set forth under "SPECIAL FACTORS -- The Special
Committee; -- Recommendations of the Special Committee and the Board of
Directors; Fairness of the Merger" is incorporated herein by reference.

(f) Not applicable.

ITEM 9. REPORTS, OPINIONS, APPRAISALS AND CERTAIN NEGOTIATIONS

(a)-(c) The information set forth under "SPECIAL FACTORS -- Background of
the Merger; -- The Special Committee; -- Opinion of the Deutsche Banc Alex.
Brown" and Appendix B is incorporated herein by reference.

ITEM 10. INTEREST IN SECURITIES OF THE ISSUER

(a) The information set forth under "SPECIAL FACTORS -- Members of the
Affiliate Group" and "MARKET PRICE INFORMATION; DIVIDENDS; AND RELATED
STOCKHOLDER MATTERS -- Effect of Merger on Principal Stockholders of InterDent"
is incorporated herein by reference.

(b) Not applicable.

2
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ITEM 11. CONTRACTS, ARRANGEMENTS OR UNDERSTANDINGS WITH RESPECT TO THE ISSUER'S
SECURITIES

The information set forth under "SPECIAL FACTORS -- Conflicts of Interest
and Other Interests of the Affiliate Group -- EXCHANGE AND SUBSCRIPTIONS
AGREEMENTS -- PAYMENT AND CANCELLATION OF 7% CONVERTIBLE SUBORDINATED NOTES --
EMPLOYMENT AGREEMENTS -- STOCKHOLDERS AGREEMENT -- VOTING AGREEMENT" and
Appendices A, C and D is incorporated herein by reference.

ITEM 12. PRESENT INTENTION AND RECOMMENDATION OF CERTAIN PERSONS WITH REGARD TO
THE TRANSACTION

(a)-(b) The information set forth under "SPECIAL FACTORS -- Position of the
Affiliate Group as to Fairness; -- Conflicts of Interest and Other Interests of
the Affiliate Group -- EXCHANGE AND SUBSCRIPTION AGREEMENTS -- VOTING AGREEMENT"
and Appendices A, C and D is incorporated herein by reference.

ITEM 13. OTHER PROVISIONS OF THE TRANSACTION

(a) The information set forth under "SPECIAL FACTORS -- Rights of
Dissenting Stockholders" and Appendix E is incorporated herein by reference.

(b)-(c) Not applicable.

ITEM 14. FINANCIAL INFORMATION

(a)-(b) The information set forth under "SELECTED FINANCIAL DATA" and on
pages F-1 through F-56 of the Proxy Statement is incorporated herein by
reference.

ITEM 15. PERSONS AND ASSETS EMPLOYED, RETAINED OR UTILIZED

(a)-(b) The information set forth under "INFORMATION CONCERNING THE SPECIAL
MEETING -- Solicitation and Revocation of Proxies" is incorporated herein by
reference.

ITEM 16. ADDITIONAL INFORMATION

The information set forth under "PROPOSALS AT THE SPECIAL MEETING -- Certain
Litigation" -- "BUSINESS OF THE COMPANY -- Legal Proceedings" is incorporated
herein by reference. In addition, reference is hereby made to the Proxy
Statement and to each exhibit attached thereto, each of which is incorporated
herein by reference.

ITEM 17. MATERIAL TO BE FILED AS EXHIBITS

(a) Not applicable.

(b)(1) Opinion of Deutsche Banc Alex. Brown (incorporated by reference to
Appendix B to the Proxy Statement).

(b)(2) Presentation of Deutsche Banc Alex. Brown to the Special Committee.

(c)(1) Agreement and Plan of Merger, dated as of October 22, 1999, between
InterDent and ID Recap, Inc. (incorporated by reference to Appendix A to the
Proxy Statement).

(c)(2) Exchange and Subscription Agreement, dated as of November 18, 1999,
by and among ID Recap, Inc., C.B. Capital Investors, L.P. Sprout Capital VII,
L.P., DLJ Capital Corp., DLJ First ESC L.L.C., Sprout Growth II, L.P. and The
Sprout CEO Fund, L.P.

(c)(3) Exchange and Subscription Agreement, dated as of October 22, 1999,
by and between ID Recap, Inc. and SRM 1993 Children's Trust.

3
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(c)(4) Exchange and Subscription Agreement, dated as of October 22, 1999,
by and between ID Recap, Inc. and Michael T. Fiore.

(c)(5) Voting Agreement, dated as of November 18, 1999, by and among ID
Recap, Inc., CB Capital, Investors, L.P. Sprout Capital VII, L.P., DLJ Capital
Corp., DLJ First ESC L.L.C., Sprout Growth II, L.P. and The Sprout CEO Fund,
L.P.

(c)(6) Voting Agreement, dated as of October 22, 1999, by and between ID
Recap, Inc. and SRM 1993 Children's Trust.

(c)(7) Voting Agreement, dated as of October 22, 1999, by and between ID
Recap, Inc. and Michael T. Fiore.

(c)(8) Voting Agreement, dated as of October 22, 1999, by and between ID
Recap, Inc. and Steven R. Matzkin.

(c)(9) Form of Employment Agreement by and between InterDent, Inc. and
Michael T. Fiore.

(c)(10) Form of Employment Agreement by and between InterDent, Inc. and
Steven R. Matzkin, D.D.S.

(d) Proxy Statement and related Notice of Special Meeting and Proxy
(incorporated by reference to the Proxy Statement filed by InterDent, Inc. on
the date hereof).

(e) Dissenters' Rights Provisions (incorporated by reference to Appendix E
to the Proxy Statement).

(f) Not applicable.

4
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SIGNATURE

After due inquiry and to the best of the undersigned's knowledge and belief,
the undersigned certifies that the information set forth in this amended
statement is true, complete and correct.

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<S> <C>
Dated: December 30, 1999 INTERDENT, INC.

By: /s/ MICHAEL T. FIORE
Name: Michael T. Fiore
Title: Co-Chairman and Chief Executive Officer

CB CAPITAL INVESTORS, L.P.

By: CB Capital Investors, Inc.
Its: General Partner

By: /s/ JOHN O'CONNOR
Name: John O'Connor
Title: Vice President

SPROUT CAPITAL VII, L.P.

By: DLJ Capital Corp.
Its: Managing General Partner

By: /s/ ARTHUR S. ZUCKERMAN
Name: Arthur S. Zuckerman
Title: Vice President

DLJ CAPITAL CORPORATION

By: /s/ ARTHUR S. ZUCKERMAN
Name: Arthur S. Zuckerman
Title: Vice President

DLJ FIRST ESC L.L.C

By: DLJ LBO Plans Management Corporation
Its: Manager

By: /s/ ARTHUR S. ZUCKERMAN
Name: Arthur S. Zuckerman
Title: Vice President
</TABLE>

5
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SPROUT GROWTH II, L.P.

By: DLJ Capital Corp.
Its: Managing General Partner

By: /s/ ARTHUR S. ZUCKERMAN
Name: Arthur S. Zuckerman
Title: Vice President

THE SPROUT CEO FUND, L.P.

By: DLJ Capital Corp.
Its: General Partner

By: /s/ ARTHUR S. ZUCKERMAN
Name: Arthur S. Zuckerman
Title: Vice President

SRM 1993 CHILDREN'S TRUST

By: /s/ THEODORE L. KOENIG
Name: Theodore L. Koenig
Its: Trustee

------------------------------------
MICHAEL T. FIORE
</TABLE>

<PAGE>

EMPLOYMENT AGREEMENT

This Employment Agreement ("AGREEMENT") is made effective as of
_____________, 1999 (the "EFFECTIVE DATE") by and between INTERDENT, INC., a
Delaware corporation (the "COMPANY"), and MICHAEL T. FIORE ("EMPLOYEE").

RECITALS

Pursuant to that certain Agreement and Plan of Merger by and between the
Company and ID Recap, Inc., dated October 22, 1999, the Company as the surviving
corporation in the merger has determined to employ Employee as its Co-Chairman
and Chief Executive Officer. The parties desire that this Agreement supersede
any and all prior employment agreements Employee may have with the Company,
Gentle Dental Service Corporation ("GDSC") and Dental Care Alliance ("DCA") and
that such prior agreements be cancelled.

AGREEMENT

In consideration of the promises, covenants, and representations below,
the parties agree as follows:

1. BASE COMPENSATION. The Company will pay Employee as compensation
for Employee's services a base salary at the annual rate of $400,000 or at such
higher rate as the Company may determine from time to time ("BASE SALARY").
Employee's Base Salary will be payable in accordance with the Company's standard
payroll procedures. In no event shall such Base Salary be decreased.

2. DUTIES. Employee shall serve as Co-Chairman and Chief Executive
Officer of the Company and shall perform such customary, appropriate and
reasonable executive duties as are usually performed by persons in these
positions or as may be delegated to Employee by the Board of Directors (the
"BOARD") of the Company consistent with the responsibilities of such offices.
Employee shall be employed on a full-time basis and shall devote all of
Employee's working time, attention and energies to the Company during the term
of Employee's employment. Notwithstanding the preceding, Employee will not be
precluded from engaging in appropriate professional, educational, civic,
charitable or religious activities or from devoting a reasonable amount of time
to private investments that do not interfere or conflict with Employee's
responsibilities to the Company. Employee shall principally perform Employee's
duties hereunder at the principal Executive Offices of the Company in El
Segundo, California.

3. TERM OF EMPLOYMENT. The term of this Agreement shall commence on
the date hereof and shall continue until the third (3rd) anniversary, unless
otherwise terminated in accordance with the terms hereof.

4. EMPLOYEE BENEFITS. During the term of Employee's employment,
Employee will be eligible to participate in the employee benefit plans and
executive compensation programs (including any bonus plan(s) established by the
Board of Directors and/or a Compensation Committee) maintained from time to time
for other senior executive officers of the Company to the extent that other
senior executive officers of similar level and duties

<PAGE>

are eligible to participate in such programs and if Employee qualifies for
participation in any such programs. These benefits may change from time to
time.

5. BUSINESS EXPENSES; AUTOMOBILE ALLOWANCE. During the term of
Employee's employment, the Company shall reimburse Employee for necessary and
reasonable travel, entertainment and other business expenses incurred by
Employee in connection with performing Employee's duties hereunder. The Company
will reimburse Employee for such expenses upon presentation of an itemized
account and appropriate supporting documentation, all in accordance with the
Company's generally applicable policies. During the term of Employee's
employment, Employee will be entitled to an automobile allowance of $1,000 per
month, paid to Employee for use at Employee's discretion.

6. PROPRIETARY INFORMATION AGREEMENT. Employee has signed and will
abide by the terms of the Proprietary Information Agreement, the form of which
was attached as EXHIBIT A.

7. VACATION AND HOLIDAYS. Employee will be entitled to fully-paid
vacation time and holidays consistent with the Company's policy as may be in
place from time to time.

8. Severance Compensation.

(a) In the event Employee's employment is terminated by
Employee for "good reason" (as defined in subparagraph (d) below) or by the
Company for any reason other than "cause" (as defined in subparagraph (c)
below), then, so long as Employee continues to comply with SECTION 10 hereof
(subject to the notice and cure period set forth in Section 10(d)), Employee
will receive from the Company Employee's Base Salary then in effect for a period
of 36 months following the effective date of such termination (the "TERMINATION
DATE"), payable in equal bi-monthly installments.

(b) Notwithstanding subparagraph (a) above, if within twelve
months following a "change in control" (as defined SECTION 9 hereof) Employee
either (i) is terminated without cause or (ii) terminates his employment for
"good reason," then, the Company shall make a lump sum payment to Employee in
the amount of Employee's Base Salary then in effect on the Termination Date;
PROVIDED, HOWEVER should Employee fail to comply with Section 10 hereof, the
Company shall be entitled to a recovery of such lump sum payment prorated for
the number of months remaining in the three year period.

(c) For purposes of this Agreement, "cause" shall mean (i)
Employee's continuous and willful inattention to Employee's duties after at
least one written notice of same has been given to Employee and Employee has
been given an opportunity to cure the same within thirty days after such notice;
(ii) any breach by Employee of SECTION 10 of this Agreement which is not cured
within 14 days after written notice of same to Employee; (iii) any act committed
by Employee with respect to the property or the business of the Company which
constitutes gross recklessness, willful or gross misconduct or fraud; or
(iv) criminal conduct which has caused material injury to the Company and which
results in conviction of a felony which involves fraud, dishonesty or moral
turpitude, excluding from the definition of "cause," without limitation, such
events as are stated not to constitute "cause" in the following sentence.
Employee shall not be considered to have been terminated

-2-

<PAGE>

for "cause" if terminated by the Company solely (a) as a result of Employee's
bad judgment or negligence, (b) because of any act or omission believed by
Employee in good faith to have been in or not opposed to the best interests
of the Company (without intent of gaining therefrom directly or indirectly a
profit to which Employee was not legally entitled) and reasonably believed by
Employee not to have been improper or unlawful, (c) because of an act or
omission in respect of which a determination could properly have been made by
the Board that Employee met the applicable standard of conduct prescribed for
indemnification or reimbursement under the bylaws or charter of the Company,
or the laws of the State of Delaware, in each case in effect at the time of
such acts or omissions, or (d) because of any act or omission with respect to
which notice of termination is given more than 90 days after the earliest
date on which a non-employee director of the Company who is not a party to
such act or omission knew or should have known of such act or omission. The
effective Termination Date for a termination of Employee for "cause" shall be
the date written notice is delivered by the Company following the applicable
notice and cure period set forth above. In the event of termination for
"cause", the Company shall pay to Employee any accrued Base Salary and
benefits as of the Termination Date and the Company shall have no further
obligation to the Employee.

(d) For purposes of this Agreement, "good reason" shall mean
termination of Employee's employment by Employee within 90 days following (x)
any relocation of the Company's executive offices where Employee is employed on
the Effective Date to a new location which is in excess of 25 miles from its
current location, (y) a demotion in position from Co-Chairman and Chief
Executive Officer of the Company (or the successor to the Company or the entity
controlling the Company upon a "change in control" as defined in SECTION 9
below), or (z) the assignment of duties and responsibilities of materially
lesser status, dignity and character, or a substantial reduction in the nature
or status of Employee's duties and responsibilities.

(e) During any period in which Employee receives severance
compensation pursuant to subsection (a) of this SECTION 8 or is obligated under
SECTION 10(a) OR (b) hereof, or, with respect to benefits other than medical
insurance and disability insurance, such shorter period following the
Termination Date that Employee is eligible to participate in Employer's employee
benefit plans, Employee shall further be entitled to medical, life insurance,
disability insurance and any other similar benefits to the same extent as
theretofore provided by the Company to Employee prior to the Termination Date.

9. ACCELERATED VESTING OF STOCK OPTIONS. In the event that (i)
Employee's employment with the Company is terminated by the Company for any
reason other than "cause", (ii) Employee's employment with the Company is
terminated by Employee for "good reason", (iii) Employee's employment with the
Company is terminated because of death or physical disability within the meaning
of Section 22(e)(3) of the Internal Revenue Code of 1986, or (iv) a "change in
control" (as defined in subparagraphs (a) through (c) below) of the Company
occurs, all shares of the Company's Common Stock subject to outstanding options
held by Employee at the time of the event shall be fully vested as of the date
of such event.

For purposes of this Agreement, a "change in control" of the Company
shall mean:

-3-

<PAGE>

(a) consummation of any consolidation, merger or plan of share
exchange involving the Company (a "MERGER") in which the Company is not the
continuing or surviving corporation or pursuant to which shares of Common Stock
of the Company would be converted into cash, securities or other property, other
than a Merger in which the holders of shares of Common Stock of the Company
immediately prior to the Merger have the same proportionate ownership of common
stock of the surviving corporation immediately after the Merger or a Merger in
which Employee's rights under stock options held by Employee are assumed or
remain in effect;

(b) consummation of any sale, lease, exchange or other transfer
(in one transaction or a series of related transactions) of all, or
substantially all, the assets of the Company other than a transaction in which
Employee's rights under stock options held by Employee are assumed or remain in
effect; or

10. RESTRICTIVE COVENANTS AND CONFIDENTIALITY.

(a) NON-SOLICITATION. Employee agrees that during the term of
Employee's employment and for a period of three-years following any termination
thereof (for any reason), Employee shall not (either directly or indirectly)
solicit, entice, encourage or induce any executive officer, management employee
or any dentist or other professional employee who at any time within one-year
prior to Employee's termination of employment shall have been an employee of the
Company or any of its subsidiaries, or who is a dentist or other professional
employee who is employed by or performing professional services for any dental
practice managed by the Company or one of its subsidiaries, to become employed
by or associated with any person, firm or corporation other than the Company,
and Employee shall not approach any such employee or dentist for such purpose or
encourage the taking of such actions by any other person, firm or corporation or
assist any such person, firm or corporation in taking such action.

(b) NON-COMPETE. Employee agrees that during the term of
Employee's employment and provided the Company has not breached its obligations
under this Agreement, and during the period of three-years following any
terminations thereof (for any reason), Employee shall not, directly or
indirectly, within a 5 mile radius of any location where the Company or any of
its subsidiaries owns, manages, develops, or operates any dental practice,
engage or participate or make any financial investments in, or become employed
by, or act as an agent or principal of, or render advisory or other services to
or for, any person, firm or corporation that is engaged, directly or indirectly,
in any line of business then engaged in, or planned to be engaged in, by the
Company (a "COMPETING ENTERPRISE"). A Competing Enterprise shall not include
any practice of dentistry with or consulting to a group of 10 or fewer dentists
located outside of a five mile radius of any location where the Company or any
of its subsidiaries owns, manages, develops or operates any dental practice or
assets. Nothing herein contained shall restrict Employee from holding
investments in not more than three percent of the voting securities of any
Competing Enterprise whose stock is listed on a national securities exchange or
is actively traded on the National Association of

-4-

<PAGE>

Securities Dealers Automated Quotation System, so long as in connection with
such investments Employee does not render services to a Competing Enterprise.

(c) COMPLIANCE WITH PROPRIETARY INFORMATION AGREEMENT.
Employee agrees that during the term of Employee's employment and during the
period of three-years following any termination thereof (for any reason),
Employee shall, in all respects, comply with the terms and provisions of the
Proprietary Information Agreement, the form of which is attached hereto as
EXHIBIT A.

(d) For purposes of this Agreement, any claims by the Company
of breach, non-compliance or other such violation of this Section 10 shall be
subject to (i) the delivery of written notice by the Company to the Employee,
reasonably describing and/or substantiating such breach, non-compliance or other
such violation and (ii) providing the Employee a reasonable opportunity to cure,
which shall not exceed 14 days from the delivery of such notice.

11. TERMINATION.

(a) TERMINATION WITHOUT CAUSE. Notwithstanding anything
contained in this Agreement to the contrary, the Company shall at all times have
the right to terminate Employee's employment hereunder without "cause" and for
any reason whatsoever by giving Employee at least ninety (90) calendar days'
prior written notice of its intent to so terminate. In the event of the
Company's election to terminate Employee's employment hereunder pursuant to this
SECTION 11(a) such employment shall immediately and automatically terminate upon
the expiration of the ninety (90) calendar day notice period, provided that on
such date the Company shall make severance payments to Employee as provided in
SECTION 8(a) or SECTION 8(b) (as applicable), so long as Employee continues to
comply with SECTION 10 hereof (subject to the notice and wire period set forth
in Section 10(d), without any further notification or action on the part of the
Company, unless Employee gives the Company reason to terminate Employee for
"cause" in which case the effective date of termination shall be as determined
in SECTION 8(c) hereof.

(b) VOLUNTARY TERMINATION BY EMPLOYEE. Notwithstanding
anything contained in this Agreement to the contrary, Employee shall at all
times have the right to voluntarily terminate his employment hereunder by giving
the Company at least sixty (60) calendar days' prior written notice of his
intent to so terminate. In the event of Employee's election to so terminate his
employment hereunder pursuant to this SECTION 11(b), such employment shall
immediately and automatically terminate upon the expiration of the sixty (60)
calendar day notice period, without any further notification or action on the
part of Employee, unless Employee gives the Company reason to terminate Employee
for "cause" in which case the effective date of termination shall be as
determined in SECTION 8(c) hereof.

12. LIMITATION ON PAYMENTS.

(a) BASIC RULE. Any other provision of this Agreement
notwithstanding, the Company shall not be required to make any payment or
property transfer to, or for the

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<PAGE>

benefit of, the Employee (under this Agreement or otherwise) that would be
nondeductible by the Company by reason of section 280G of the Internal
Revenue Code of 1986, as amended (the "Code").or that would subject the
Employee to the excise tax described in section 4999 of the Code. All
calculations required by this Section 12 shall be performed by the
independent auditors retained by the Company (the "Auditors"), based on
information supplied by the Company and the Employee, and shall be binding on
the Company and the Employee. All fees and expenses of the Auditors shall be
paid by the Company.

(b) REDUCTIONS. If the amount of the aggregate payments or
property transfers to the Employee must be reduced under this Section 12, then
the Employee shall direct in which order the payments or transfers are to be
reduced, but no change in the timing of any payment or transfer shall be made
without the Company's consent. As a result of uncertainty in the application of
sections 280G and 4999 of the Code at the time of an initial determination by
the Auditors hereunder, it is possible that a payment will have been made by the
Company that should not have been made (an "Overpayment") or that an additional
payment that will not have been made by the Company could have been made (an
"Underpayment"). In the event that the Auditors, based upon the assertion of a
deficiency by the Internal Revenue Service against the Company or the Employee
that the Auditors believe has a high probability of success, determine that an
Overpayment shall be treated for all purposes as a loan to the Employee that the
Employee shall repay to the Company, together with interest at the applicable
federal rate specified in section 7872(f)(2) of the Code; provided, however,
that no amount shall be payable by the Employee to the Company if and to the
extent that such payment would not reduce the amount that is nondeductible under
section 280G of the Code or is subject to an excise tax under section 4999 of
the Code. In the event that the Auditors determine that an Underpayment has
occurred, such Underpayment shall promptly be paid or transferred by the Company
to, or for the benefit of, the Employee, together with interest at the
applicable federal rate specified in section 7872(f)(2) of the Code.

(c) Notwithstanding the preceding, the limitations on payments
set forth in this Section 12 shall not reduce such payments below an amount
equal to Employee's Base Salary then in effect multiplied by a factor of 3.

13. SURVIVAL. The provisions of this Agreement shall survive the
termination of Employee's employment with the Company, irrespective of the
reason therefor.

14. REMEDIES. Employee acknowledges that the services to be rendered
by Employee are of a special, unique and extraordinary character and, in
connection with such services, Employee will have access to confidential
information vital to the Company's and its subsidiaries' businesses. By reason
of this access, Employee consents and agrees that if Employee violates any of
the provisions of this Agreement, the Company and its subsidiaries shall be
entitled, without the need to show actual damages, to an injunction and a
temporary restraining order from any court of competent jurisdiction restraining
Employee from committing or continuing any such violation of this Agreement.
Employee acknowledges that damages at law would not be an adequate remedy for
violation of this Agreement, and Employee therefore agrees that the provisions
of this Agreement may be specifically enforced against Employee in any court of
competent jurisdiction. The rights, powers and remedies of the Company under
this Agreement are cumulative and not

-6-

<PAGE>

exclusive of any other right, power or remedy which the Company may have
under any other agreement or by law.

15. MISCELLANEOUS.

(a) SUCCESSORS AND ASSIGNS. This Agreement shall be binding on
and inure to the benefit of the parties hereto and their heirs, executors, legal
representatives, successors and assigns. Neither party shall have the right to
assign its obligations, or all or any portion of their rights or interests under
this Agreement without the prior written consent of the other party hereto, and
any attempt to do so will be null and void.

(b) GOVERNING LAW. This Agreement is made and entered into and
is to be governed by the internal laws of the State of Delaware, applicable to
agreements made and to be performed entirely within such state without regard to
the conflicts of law principles of such State.

(c) WAIVER. The failure of either party at any time to require
performance by the other party of any provision hereof shall not affect in any
way the full right to require such performance at any time thereafter, nor shall
a waiver by either party of a breach of any provision hereof be taken or held to
be a continuing waiver of such provision, or waiver of any other breach under
any other provision of this Agreement.

(d) ENTIRE AGREEMENT. This Agreement and the Proprietary
Information Agreement set forth the entire agreement and understanding between
the parties hereto with respect to the subject matter hereof and supersede all
prior contracts, agreements, arrangements, communications, discussions,
representations and warranties, whether oral or written, between the parties
with respect to such subject matter. This Agreement may be amended only by a
written instrument signed by both parties hereto making specific reference to
this Agreement and expressing the plan or intention to modify it.

(e) RENEWAL. This Agreement shall automatically and
continuously renew itself upon expiration of each 3 year term thereof, unless
otherwise terminated as provided herein or by mutual written agreement of
Employee and the Company.

(f) SEVERABILITY. If any provision of this Agreement shall be
adjudicated to be invalid, ineffective or unenforceable, the remaining
provisions of this Agreement shall not be affected thereby. The invalid,
ineffective and unenforceable provision shall, without further action by the
parties, be automatically amended to effect the original purpose and intent of
the invalid, ineffective or unenforceable provision; provided, however, that
such amendment shall apply only with respect to the operation of such provision
in the particular jurisdiction with respect to which such adjudication is made.

(g) PRIOR AGREEMENT SUPERSEDED. This Agreement supersedes and
replaces in its entirety any prior employment agreement ("PRIOR AGREEMENT")
between Employee and the Company, GDSC or DCA, which Prior Agreement is hereby
terminated and rendered null and void. In addition, and as part of the
consideration for the Company entering into this Agreement, notwithstanding
anything to the contrary contained in any Prior Agreement, Employee hereby
waives any entitlement to any and all compensation, of

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<PAGE>

any type or kind whatsoever, which Employee is or may be entitled to upon
termination of any Prior Agreement.

-8-

<PAGE>

IN WITNESS WHEREOF, the parties have executed this Employment Agreement
as of the Effective Date.

COMPANY:

INTERDENT, INC.

By: _______________________________
Steven R. Matzkin, D.D.S.
Co-Chairman, President and
Chief Dental Officer

EMPLOYEE:

______________________________________
Michael T. Fiore

-9-

<PAGE>

EXHIBIT A

EMPLOYEE'S PROPRIETARY INFORMATION AND INVENTIONS AGREEMENT

InterDent, Inc.
222 North Sepulveda Boulevard, Suite 740
El Segundo, CA 90245-4340

Gentlemen:

I recognize that InterDent, Inc., a Delaware corporation (the "Company"),
is engaged in a continuous program of research, development and production with
respect to its business, present and future.

I understand that:

A. As part of my employment by the Company I am expected to make new
contributions and inventions of value to the Company.

B. I understand that my employment creates a relationship of
confidence and trust between me and the Company with respect to any information:

(1) applicable to the business of the Company; or

(2) applicable to the business of any client or customer of the
Company, which may be made known to me by the Company or by any client or
customer of the Company, or learned by me during the period of my employment.

C. The Company possesses and will continue to possess information
that has been created, discovered or developed, or has otherwise become known to
the Company (including without limitation information created, discovered,
developed or made known by or to me during the period of or arising out of my
employment by the Company), and/or in which property rights have been assigned
or otherwise conveyed to the Company, which information has commercial value in
the business in which the Company is engaged. All of the aforementioned
information is hereinafter called "Confidential Information." By way of
illustration, but not limitation, Confidential Information includes all data,
compilations, specifications, strategies, projections, processes, techniques,
formulae, models and patent disclosures; and all tangible and intangible
embodiments thereof of any kind whatsoever including, where appropriate and
without limitation, all compositions, machinery, apparatus, records, reports,
drawings, patent applications and documents.

In consideration of my employer or continued employment, as the case may
be, and the compensation received by me from the Company from time to time,
subject to Section 12 hereof, I hereby agree as follows:

A-1

<PAGE>

1. All Confidential Information shall be the sole property of the
Company and its assigns, and the Company and its assigns shall be the sole owner
of all patents and other rights in connection therewith. I hereby assign to the
Company any rights I may have or acquire in all Confidential Information. At
all times during my employment by the Company and at all times after termination
of such employment, I will keep in confidence and trust all Confidential
Information, and I will not disclose, sell, use, lecture upon or publish any
Confidential Information or anything relating to it without the written consent
of the Company, except as may be necessary in the ordinary course of performing
my duties as an employee of the Company.

2. I agree that during the period of my employment by the Company, I
will not, without the Company's express written consent, engage in any
employment or activity in any business competitive with the Company.

3. All documents, data, records, apparatus, equipment, chemicals,
molecules, organisms and other physical property, whether or not pertaining to
Confidential Information, furnished to me by the Company or produced by myself
or others in connection with my employment shall be and remain the sole property
of the Company and shall be returned promptly to the Company as and when
requested by the Company. Should the Company not so request, I shall return and
deliver all such property upon termination of my employment by me or by the
Company for any reason and I will not take with me any such property or any
reproduction of such property upon such termination.

4. I will promptly disclose to the Company, or any persons designated
by it, all improvements, inventions, formulae, processes, techniques, know-how
and data, whether or not patentable, made or conceived or reduced to practice or
learned by me, either alone or jointly with others, during the period of my
employment which are related to or useful in the business of the Company, or
result from tasks assigned me by the Company, or result from use of premises
owned, leased or contracted for the Company (all said improvements, inventions,
formulae, processes, techniques, know-how and data shall be collectively
hereinafter called ("Inventions")); such disclosure shall continue for one year
after termination of the Agreement with respect to anything that would be an
Inventions if made, conceived, reduced to practice or learned during the term
hereof.

5. I agree that all Inventions shall be the sole property of the
Company and its assigns, and the Company and its assigns shall be the sole
owner of all patents and other rights in connection therewith. I hereby
assign to the Company any rights I may have or acquire in all Inventions. I
further agree as to all Inventions to assist the Company in every proper way
(but at the Company's expense) to obtain and from time to time enforce
patents on the Inventions in any and all countries, and to that end I will
execute all documents for use in applying for and obtaining such patents
thereon and enforcing same, as the Company may desire, together with any
assignments thereof to the Company or persons designated by it. My
obligation to assist the Company in obtaining and enforcing patents for the
Inventions in any and all countries shall continue beyond the termination of
my employment, but the Company shall compensate me at a reasonable rate after
such termination for time actually spent by me at the Company's request on
such assistance. In the event that the Company is unable for any reason
whatsoever to secure my signature to any lawful and necessary document
required to apply for or execute any patent application

A-2

<PAGE>

with respect to Inventions (indicating renewals, extension, continuations,
divisions or continuations in part thereof), I hereby irrevocably designate
and appoint the Company and its duly authorized officers and agents, as my
agents and attorneys-in-fact to act for and in my behalf and instead of me,
to execute and file any such application and to do all other lawfully
permitted acts to further the prosecution and issuance of patents thereon
with the same legal force and effect as if executed by me.

6. As a matter of record I have attached hereto a complete list of
all inventions or improvements relevant to the subject matter of my employment
by the Company which have been made or conceived or first reduced to practice by
me alone or jointly with others prior to my employment by the Company which I
desire to remove from the operation of the Agreement; and I covenant that such
list is complete. If no such list is attached to the Agreement, I represent
that I have made no such inventions and improvements at the time of signing the
Agreement.

7. I represent that my performance of all the terms of the Agreement
and that my employment by the Company does not and will not breach any agreement
to keep in confidence proprietary information acquired by me in confidence or in
trust prior to, and continuing throughout, my employment by the Company. I have
not entered into, and I agree I will not enter into, any agreement either
written or oral in conflict herewith.

8. I understand, as part of the consideration for the offer of
employment extended to me by the Company and of my employment or continued
employment by the Company, that I have not brought and will not bring with me to
the Company or use in the performance of my responsibilities at the Company any
equipment, supplies, facility or trade secret information of any former employer
which are not generally available to the public, unless I have obtained written
authorization for their possession and use.

9. I also understand that, in my employment with the Company, I am
not to breach any obligation of confidentiality that I have to others, and I
agree that I shall fulfill all such obligations during my employment with the
Company.

10. I agree that in addition to any other rights and remedies
available to the Company for any breach by me of my obligations hereunder, the
Company shall be entitled to enforcement of my obligations hereunder by court
injunction.

11. If any provision of the Agreement shall be declared invalid,
illegal or unenforceable, such provision shall be severed and all remaining
provisions shall continue in full force and effect.

12. The Agreement shall be effective as of the first day of my
employment by the Company.

13. The term Company, as used herein, shall include any subsidiary or
affiliate of InterDent, Inc.

14. The Agreement shall be binding upon me, my heirs, executors,
assigns and administrators and shall inure to the benefit of the Company, its
successors and assigns.

A-3

<PAGE>

15. The Agreement shall be governed by and construed in accordance
with the laws of the State of California, without regard to the conflicts of law
principles thereof.

Dated: __________ ___, 1999 ________________________
Michael T. Fiore

Accepted and Agreed to

as of _________ ___, 1999

INTERDENT, INC.

______________________

By: Dr. Steven Matzkin
Title: Co-Chairman, President
and Chief Dental Officer

A-4

<PAGE>

EMPLOYMENT AGREEMENT

This Employment Agreement ("AGREEMENT") is made effective as of ________,
1999 (the "EFFECTIVE DATE") by and between INTERDENT, INC., a Delaware
corporation (the "COMPANY"), and STEVEN R. MATZKIN, D.D.S. ("Employee").

RECITALS

Pursuant to that certain Agreement and Plan of Merger by and between the
Company and ID Recap, Inc. dated October 22, 1999, as amended, the Company as
the surviving corporation in the merger has determined to employ Employee as its
Co-Chairman, President and Chief Dental Officer. The parties desire that this
Agreement supersede any and all prior employment agreements Employee may have
with the Company, Gentle Dental Service Corporation ("GDSC") or Dental Care
Alliance, Inc. ("DCA") and that such prior agreements be cancelled.

AGREEMENT

In consideration of the promises, covenants, and representations below,
the parties agree as follows:

2. DUTIES. Employee shall serve as Co-Chairman, President and Chief
Dental Officer of the Company and shall perform such customary, appropriate and
reasonable executive duties as are usually performed by persons in these
positions or as may be delegated to Employee by the Chief Executive Officer or
Board of Directors (the "BOARD") of the Company consistent with the
responsibilities of such offices. Employee shall be employed on a full-time
basis and shall devote all of Employee's working time, attention and energies to
the Company during the term of Employee's employment. Notwithstanding the
preceding, Employee will not be precluded from engaging in appropriate
professional, educational, civic, charitable or religious activities or from
devoting a reasonable amount of time to private investments that do not
interfere or conflict with Employee's responsibilities to the Company. Employee
shall principally perform Employee's duties hereunder at the east coast regional
offices of the Company in Sarasota, Florida.

<PAGE>

of the Company to the extent that other senior executive officers of similar
level and duties are eligible to participate in such programs. These benefits
may change from time to time.

5. BUSINESS EXPENSES; AUTOMOBILE ALLOWANCE. During the term of
Employee's employment, the Company shall reimburse Employee for necessary and
reasonable travel, entertainment and other business expenses incurred by
Employee in connection with performing Employee's duties hereunder. The Company
will reimburse Employee for such expenses upon presentation of an itemized
account and appropriate supporting documentation, all in accordance with the
Company's generally applicable policies. During the term of Employee's
employment, Employee will be entitled to an automobile allowance of $1,000 per
month paid to Employee for use at Employee's discretion.

6. PROPRIETARY INFORMATION AGREEMENT. Employee has signed and will
abide by the terms of the Proprietary Information Agreement, the form of which
was attached as EXHIBIT A.

7. VACATION AND HOLIDAYS. Employee will be entitled to fully-paid
vacation time and holidays consistent with the Company's policy as may be in
place from time to time.

8. SEVERANCE COMPENSATION.

(a) In the event Employee's employment is terminated by
Employee for "good reason" (as defined in subparagraph (d) below), or by the
Company for any reason other than "cause" (as defined in subparagraph (c)
below), then, so long as Employee continues to comply with SECTION 10 (subject
to the notice and cure period set forth in Section 10(d), Employee will receive
from the Company Employee's Base Salary then in effect for a period of 36 months
following the effective date of such termination (the "TERMINATION DATE"),
payable in equal bi-monthly installments.

(b) Notwithstanding subparagraph (a) above, if within twelve
months following a "change in control" (as defined SECTION 9 hereof) Employee
either (i) is terminated without cause or (ii) terminates his employment for
"good reason," then, the Company shall make a lump sum payment to Employee in
the amount of Employee's Base Salary then in effect on the Termination Date;
PROVIDED, HOWEVER, should Employee fail to comply with SECTION 10 hereof
(subject to the notice and cure period set forth in Section 10(d)), the Company
shall be entitled to a recovery of such lump sum payment pro rated for the
number of months remaining in the three year period.

(c) For purposes of this Agreement, "cause" shall mean (i)
Employee's continuous and willful inattention to Employee's duties after at
least one written notice of same has been given to Employee and Employee has
been given an opportunity to cure the same within thirty days after such notice;
(ii) any breach by Employee of SECTION 10 of this Agreement which is not cured
within 14 days after written notice of the same to Employee; (iii) any act
committed by Employee with respect to the property or the business of the
Company which constitutes gross recklessness, willful or gross misconduct or
fraud; or (iv) criminal conduct which has caused material injury to the Company
and which results in conviction of a felony which involves fraud, dishonesty or
moral turpitude, excluding from the definition of "cause," without limitation,
such events as are stated not to constitute

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<PAGE>

"cause" in the following sentence. Employee shall not be considered to have
been terminated for "cause" if terminated by the Company solely (a) as a
result of Employee's bad judgment or negligence, (b) because of any act or
omission believed by Employee in good faith to have been in or not opposed to
the best interests of the Company (without intent of gaining therefrom
directly or indirectly a profit to which Employee was not legally entitled)
and reasonably believed by Employee not to have been improper or unlawful,
(c) because of an act or omission in respect of which a determination could
properly have been made by the Board that Employee met the applicable
standard of conduct prescribed for indemnification or reimbursement under the
bylaws or charter of the Company, or the laws of the State of Delaware, in
each case in effect at the time of such acts or omissions, or (d) because of
any act or omission with respect to which notice of termination is given more
than 90 days after the earliest date on which a non-employee director of the
Company who is not a party to such act or omission knew or should have known
of such act or omission. The effective Termination Date for a termination of
Employee for "cause" shall be the date written notice is delivered by the
Company to the Employee following the applicable notice and cure period set
forth above. In the event of termination for "cause", the Company shall pay
to Employee any accrued Base Salary and benefits as of the Termination Date
and the Company shall have no further obligation to the Employee.

(d) For purposes of this Agreement, "good reason" shall mean
termination of Employee's employment by Employee within 90 days following (i)
any relocation of the Company's executive offices where Employee is employed on
the Effective Date to a new location which is in excess of 25 miles from its
current location, (ii) a demotion in position from Co-Chairman, President and
Chief Dental Officer of the Company (or the successor to or entity controlling
the Company upon a "change in control" as defined in SECTION 9 below), or (iii)
the assignment of duties and responsibilities of materially lesser status,
dignity and character, or a substantial reduction in the nature or status of
Employee's duties and responsibilities.

(e) During any period in which Employee receives severance
compensation pursuant to subsection (a) of this SECTION 8 or is obligated under
Section 10(a) or (b) hereof, or, with respect to benefits other than medical
insurance and disability insurance, such shorter period following the
Termination Date that Employee is eligible to participate in Employer's employee
benefit plans, Employee shall further be entitled to medical, life insurance,
disability insurance and any other similar benefits to the same extent as
theretofore provided by the Company to Employee prior to the Termination Date.

-3-

<PAGE>

For purposes of this Agreement, a "change in control" of the Company
shall mean:

10. RESTRICTIVE COVENANTS AND CONFIDENTIALITY.

(a) NON-SOLICITATION. Employee agrees that during the term of
Employee's employment and for a period of three years following any termination
thereof (for any reason) or its expiration, Employee shall not (either directly
or indirectly) solicit, entice, encourage or induce any executive officer,
management employee or any dentist or other professional employee who at any
time within one year prior to Employee's termination of employment shall have
been an employee of the Company or any of its subsidiaries, or who is a dentist
or other professional employee who is employed by or performing professional
services for any dental practice managed by the Company or one of its
subsidiaries, to become employed by or associated with any person, firm or
corporation other than the Company, and Employee shall not approach any such
employee or dentist for such purpose or encourage the taking of such actions by
any other person, firm or corporation or assist any such person, firm or
corporation in taking such action.

(b) NON-COMPETE. Employee agrees that during the term of
Employee's employment and provided the Company has not breached its obligations
under this Agreement, and during the period of three years following any
termination thereof (for any reason) or its expiration, Employee shall not,
directly or indirectly, within a 5 mile radius of any location where the Company
or any of its subsidiaries owns, manages, develops, or operates any dental
practice, engage or participate or make any financial investments in, or become
employed by, or act as an agent or principal of, or render advisory or other
services to or for, any person, firm or corporation that is engaged, directly or
indirectly, in any line of business then engaged in, or planned to be engaged
in, by the Company (a "COMPETING ENTERPRISE"). Nothing herein contained shall
restrict Employee from holding investments in not more than three percent of the
voting securities of any Competing Enterprise whose stock is listed on a
national securities exchange or is actively traded on the National Association
of Securities Dealers Automated Quotation System, so long as in connection with
such investments Employee does not render services to a Competing Enterprise.

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(c) COMPLIANCE WITH PROPRIETARY INFORMATION AGREEMENT.
Employee agrees that during the term of Employee's employment and during the
period of three years following any termination thereof (for any reason) or its
expiration, Employee shall, in all respects, comply with the terms and
provisions of the Proprietary Information Agreement, the form of which is
attached hereto as EXHIBIT A.

(d) For purposes of this Agreement, any claims by the Company
of breach, non-compliance or other such violation of this SECTION 10 shall be
subject to (i) the delivery of written notice by the Company to Employee,
reasonably describing and/or substantiating such breach, non-compliance or other
such violation and (ii) providing the Employee a reasonable opportunity to cure,
which shall not exceed 14 days from the delivery of such notice.

11. TERMINATION.

(a) TERMINATION WITHOUT CAUSE. Notwithstanding anything
contained in this Agreement to the contrary, the Company shall at all times have
the right to terminate Employee's employment hereunder without "cause" and for
any reason whatsoever by giving Employee at least ninety (90) calendar days'
prior written notice of its intent to so terminate. In the event of the
Company's election to terminate Employee's employment hereunder pursuant to this
SECTION 11(a) such employment shall immediately and automatically terminate upon
the expiration of the ninety (90) calendar day notice period, provided that on
such date the Company shall make severance payments to Employee as provided in
SECTION 8(a) or SECTION 8(b) (as applicable), so long as Employee continues to
comply with SECTION 10 hereof (subject to the notice and cure period set forth
in SECTION 10(d)), without any further notification or action on the part of the
Company, unless Employee gives the Company reason to terminate Employee for
"cause" in which case the effective date of termination shall be as determined
in SECTION 8(c) hereof.

12. LIMITATION ON PAYMENTS.

(a) BASIC RULE. Any other provision of this Agreement
notwithstanding, the Company shall not be required to make any payment or
property transfer to, or for the benefit of, the Employee (under this Agreement
or otherwise) that would be nondeductible by the Company by reason of section
280G of the Internal Revenue Code of 1986, as

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<PAGE>

amended (the "Code").or that would subject the Employee to the excise tax
described in section 4999 of the Code. All calculations required by this
Section 12 shall be performed by the independent auditors retained by the
Company (the "Auditors"), based on information supplied by the Company and
the Employee, and shall be binding on the Company and the Employee. All fees
and expenses of the Auditors shall be paid by the Company.

(c) Notwithstanding the preceding, the limitation on payments
set forth in this Section 12 shall not reduce such payments below an amount
equal to Employee's Base Salary then in effect multiplied by a factor of 3.

13. SURVIVAL. The provisions of this Agreement shall survive the
termination of Employee's employment with the Company, irrespective of the
reason therefor.

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15. MISCELLANEOUS.

(e) SEVERABILITY. If any provision of this Agreement shall be
adjudicated to be invalid, ineffective or unenforceable, the remaining
provisions of this Agreement shall not be affected thereby. The invalid,
ineffective and unenforceable provision shall, without further action by the
parties, be automatically amended to effect the original purpose and intent of
the invalid, ineffective or unenforceable provision; provided, however, that
such amendment shall apply only with respect to the operation of such provision
in the particular jurisdiction with respect to which such adjudication is made.

(f) PRIOR AGREEMENT SUPERSEDED. This Agreement supersedes and
replaces in its entirety any prior employment agreement ("PRIOR AGREEMENT")
between Employee and the Company, GDSC and DCA, which Prior Agreement is hereby
terminated and rendered null and void. In addition, and as part of the
consideration for the Company entering into this Agreement, notwithstanding
anything to the contrary contained in any Prior Agreement, Employee hereby
waives any entitlement to any and all compensation, of any type or kind
whatsoever, which Employee is or may be entitled to upon termination of any
Prior Agreement.

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<PAGE>

IN WITNESS WHEREOF, the parties have executed this Employment Agreement
as of the Effective Date.

COMPANY:

INTERDENT, INC.

By: ______________________________________
Michael T. Fiore
Co-Chairman and Chief Executive
Officer

EMPLOYEE:

____________________________________________
Steven R. Matzkin, D.D.S.

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<PAGE>

EXHIBIT A

EMPLOYEE'S PROPRIETARY INFORMATION AND INVENTIONS AGREEMENT

InterDent, Inc.
222 North Sepulveda Boulevard, Suite 740
El Segundo, CA 90245-4340

Gentlemen:

I recognize that InterDent, Inc., a Delaware corporation (the "Company"),
is engaged in a continuous program of research, development and production with
respect to its business, present and future.

I understand that:

A. As part of my employment by the Company I am expected to make new
contributions and inventions of value to the Company.

B. I understand that my employment creates a relationship of
confidence and trust between me and the Company with respect to any information:

(1) applicable to the business of the Company; or

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5. I agree that all Inventions shall be the sole property of the
Company and its assigns, and the Company and its assigns shall be the sole owner
of all patents and other rights in connection therewith. I hereby assign to the
Company any rights I may have or acquire in all Inventions. I further agree as
to all Inventions to assist the Company in every proper way (but at the
Company's expense) to obtain and from time to time enforce patents on the
Inventions in any and all countries, and to that end I will execute all
documents for use in applying for and obtaining such patents thereon and
enforcing same, as the Company may desire, together with any assignments thereof
to the Company or persons designated by it. My obligation to assist the Company
in obtaining and enforcing patents for the Inventions in any and all countries
shall continue beyond the termination of my employment, but the Company shall
compensate me at a reasonable rate after such termination for time actually
spent by me at the Company's request on such assistance. In the event that the
Company is unable for any reason whatsoever to secure my signature to any lawful
and necessary document required to apply for or execute any patent application

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with respect to Inventions (indicating renewals, extension, continuations,
divisions or continuations in part thereof), I hereby irrevocably designate and
appoint the Company and its duly authorized officers and agents, as my agents
and attorneys-in-fact to act for and in my behalf and instead of me, to execute
and file any such application and to do all other lawfully permitted acts to
further the prosecution and issuance of patents thereon with the same legal
force and effect as if executed by me.

11. If any provision of the Agreement shall be declared invalid,
illegal or unenforceable, such provision shall be severed and all remaining
provisions shall continue in full force and effect.

12. The Agreement shall be effective as of the first day of my
employment by the Company.

13. The term Company, as used herein, shall include any subsidiary or
affiliate of InterDent, Inc.

14. The Agreement shall be binding upon me, my heirs, executors,
assigns and administrators and shall inure to the benefit of the Company, its
successors and assigns.

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15. The Agreement shall be governed by and construed in accordance
with the laws of the State of California, without regard to the conflicts of law
principles thereof.

Dated: __________ ___, 1999 __________________________
Steven R. Matzkin

Accepted and Agreed to

as of _________ ___, 1999

INTERDENT, INC.

______________________________
By: Michael T. Fiore
Title: Co-Chairman and
Chief Executive Officer

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