REGISTRATION RIGHTS AGREEMENT
  
by and among
   
IDI ACQUISITION CORP.,
   
INTERDENT SERVICE CORPORATION,
   
INTERDENT, INC.
   
and
   
JEFFERIES & COMPANY, INC.

  
Dated as of December 15, 2004

        This Registration Rights Agreement, dated as of December 15, 2004 (this "Agreement"), is entered into by and among (i) IDI Acquisition Corp., a Delaware corporation (the "Company"), and InterDent Service Corporation, a Washington corporation ("Service" and together with the Company, the "Issuers"), (ii) InterDent, Inc., a Delaware corporation, the owner of all of the capital stock of Service ("Parent"), and (iii) Jefferies & Company, Inc. (the "Initial Purchaser"), which has agreed to purchase the Issuers' 10³/4% Senior Secured Notes due 2011 (the "Series A Notes") pursuant to the Purchase Agreement. Substantially concurrent with the issuance of the Series A Notes, the Company will be merged with and into Service (the "Merger") pursuant to an Agreement and Plan of Merger, between the Company, Service and Parent (the "Merger Agreement"). Service will survive the Merger and upon the filing of the appropriate Merger documents with the Delaware Secretary of State and Washington Secretary of State, will assume all of the obligations of the Company under the Indenture, the Notes and this Agreement.

        This Agreement is made pursuant to the Purchase Agreement, dated as of December 10, 2004 (the "Purchase Agreement"), by and among the Issuers, Parent and the Initial Purchaser. In order to induce the Initial Purchaser to purchase the Series A Notes, the Issuers and Parent have agreed to provide, subject to the conditions in this Agreement, the registration rights set forth in this Agreement. The execution and delivery of this Agreement is a condition to the obligations of the Initial Purchaser set forth in Section 9 of the Purchase Agreement. Capitalized terms used herein and not otherwise defined shall have the meaning assigned to them in the Indenture, dated December 15, 2004 (the "Indenture"), among the Issuers, Parent and Wells Fargo Bank, National Association, as Trustee, relating to the Series A Notes and the Series B Notes (defined below).

        The parties hereby agree as follows:

SECTION 1. DEFINITIONS

        As used in this Agreement, the following capitalized terms shall have the following meanings:

        "Act" means the Securities Act of 1933, as amended, and the rules and regulations of the SEC promulgated thereunder.

        "Affiliate" has the meaning set forth in Rule 144 of the Act.

        "Agreement" has the meaning set forth in the preamble of this Agreement.

        "Broker-Dealer" means any broker or dealer registered under the Exchange Act.

        "Business Day" means any day except a Saturday, Sunday or any other day on which banking institutions in the City of New York, or in the city of the corporate trust office of the Trustee, are authorized or obligated by law or regulation to close.

        "Closing Date" means the date of this Agreement.

        "Company" has the meaning set forth in the preamble.

        "Consummate" means, and an Exchange Offer shall be deemed Consummated for purposes of this Agreement upon, the occurrence of (a) the filing and effectiveness under the Act of the Exchange Offer Registration Statement relating to the Series B Notes to be issued in the Exchange Offer, (b) the maintenance of such Exchange Offer Registration Statement continuously effective and the keeping of the Exchange Offer open for a period not less than the period required pursuant to Section 3(b) and (c) the delivery by the Issuers to the Registrar under the Indenture of Series B Notes in the same aggregate principal amount as the aggregate principal amount of Series A Notes tendered by Holders thereof pursuant to the Exchange Offer.

        "Consummation Deadline" has the meaning set forth in Section 3(a).

        "Exchange Act" means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder.

        "Exchange Effectiveness Deadline" has the meaning set forth in Section 3(a).

        "Exchange Filing Deadline" has the meaning set forth in Section 3(a).

        "Exchange Offer" means the exchange and issuance by the Issuers of a principal amount of Series B Notes (which shall be registered pursuant to the Exchange Offer Registration Statement) equal to the outstanding principal amount of Series A Notes that are validly tendered by such Holders in connection with such exchange and issuance.

        "Exchange Offer Registration Statement" means the Registration Statement relating to the Exchange Offer, including the related Prospectus.

        "Guarantors" means Parent and each future subsidiary of the Company, if any, that is required by the terms of the Indenture to guarantee the Series A Notes and/or Series B Notes.

        "Holders" shall have the meaning set forth in Section 2.

        "Indemnified Party" has the meaning set forth in Section 8(c).

        "Indemnifying Party" has the meaning set forth in Section 8(c).

        "Indenture" has the meaning set forth in the preamble of this Agreement.

        "Initial Purchaser" has the meaning set forth in the preamble of this Agreement.

        "Issuers" has the meaning set forth in the preamble of this Agreement.

        "Parent" has the meaning set forth in the preamble of this Agreement.

        "Person" means any individual, corporation, partnership, joint venture, association, joint stock company, trust, unincorporated organization, limited liability company or government or other entity.

        "Prospectus" means the prospectus included in a Registration Statement at the time such Registration Statement is declared effective (including without limitation, a prospectus that discloses information previously omitted from a prospectus filed as part of an effective Registration Statement in reliance on Rule 430A under the Act), as amended or supplemented by any prospectus supplement and by all other amendments thereto, including post-effective amendments, and all material incorporated by reference into such Prospectus.

        "Purchase Agreement" has the meaning set forth in the preamble of this Agreement.

        "Recommencement Date" has the meaning set forth in Section 6(d).

        "Registration Default" has the meaning set forth in Section 5.

        "Registration Statement" means any registration statement of the Issuers and the Guarantors relating to (a) an offering of Series B Notes pursuant to an Exchange Offer or (b) the registration for resale of Transfer Restricted Securities pursuant to the Shelf Registration Statement, in each case, (i) that is filed pursuant to the provisions of this Agreement and (ii) including the Prospectus included therein, all amendments and supplements thereto (including post-effective amendments) and all exhibits and materials incorporated by reference therein.

        "Rule 144" means Rule 144 promulgated under the Act.

        "SEC" shall mean the Securities and Exchange Commission.

        "Series A Notes" has the meaning set forth in the preamble of this Agreement.

        "Series B Notes" means the Issuers' 10³/4% Series B Senior Secured Notes due 2011 to be issued pursuant to the Indenture (a) in the Exchange Offer or (b) as contemplated by Section 4.

        "Shelf Effectiveness Deadline" has the meaning set forth in Section 4(a).

        "Shelf Filing Deadline" has the meaning set forth in Section 4(a).

2

        "Shelf Registration Statement" has the meaning set forth in Section 4(a).

        "Suspension Notice" has the meaning set forth in Section 6(d).

        "TIA" means the Trust Indenture Act of 1939 as in effect on the date of the Indenture.

        "Transfer Restricted Securities" means each Series A Note until (i) the date on which such Series A Note has been exchanged by a Person other than a Broker-Dealer for a Series B Note in the Exchange Offer; (ii) following the exchange by a Broker-Dealer in the Exchange Offer of a Series A Note for a Series B Note, the date on which the Series B Note is sold or otherwise disposed of to a purchaser who receives from such Broker-Dealer on or prior to the date of such sale a copy of the prospectus contained in the Exchange Offer Registration Statement; (iii) the date on which such note has been registered under the Act and disposed of in accordance with the Shelf Registration Statement; or (iv) the date on which such note is distributed to the public pursuant to Rule 144.

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