MANAGEMENT SERVICES AGREEMENT

        This MANAGEMENT SERVICES AGREEMENT (this "Agreement") is entered into as of April 1, 2005 by and between INTERDENT SERVICE CORPORATION, a Washington corporation (the "Company"), and LEVINE LEICHTMAN CAPITAL PARTNERS INC., a California corporation ("LLCP").

RECITALS

        A.    The Company desires to have LLCP undertake, on the Company's behalf, the duties and responsibilities set forth in this Agreement, subject to the direction and supervision of the board of directors of the Company (the "Board of Directors"), on the terms and conditions set forth in this Agreement.

        B.    LLCP desires to undertake, on the Company's behalf, the duties and responsibilities set forth in this Agreement, subject to the direction and supervision of the Board of Directors, on the terms and conditions set forth in this Agreement.

AGREEMENT

        NOW, THEREFORE, in consideration of the foregoing facts and the covenants and agreements set forth herein, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

        1.     Engagement and Term.    Subject to the direction and supervision of the Board of Directors, the Company hereby engages LLCP to assist with the management of the Company and the entire business and operations of the Company, and perform the management services described in Section 2 below on behalf of the Company, for an initial period (hereinafter referred to as the "Initial Term") which commenced on April 1, 2005 (the "Commencement Date") and ends on December 31, 2005. Thereafter, the engagement of the management services of LLCP by the Company pursuant to this Agreement shall automatically continue, unless either LLCP or the Company terminates this Agreement as provided in Section 5 below. The date on which the engagement of LLCP expires or is terminated by LLCP or the Company pursuant to the terms of this Agreement shall be referred to herein as the "Termination Date." The capitalized word "Term" as used herein shall mean the period commencing on the Commencement Date and ending on the Termination Date.

        2.     Agreement to Provide Management Services.

        (a)   Scope of Services.    During the Term, subject to the direction and supervision of the Board of Directors and subject to the express limitations set forth in Section 2(b) below, LLCP shall provide consulting services to the Company. LLCP shall exercise good business judgment in connection with the performance of the consulting services hereunder; provided, that in no event shall LLCP be liable to the Company for any actions taken or decisions made, or any actions omitted to be taken or decisions not made, in connection with the performance of its consulting services hereunder other than for gross negligence or willful misconduct. Without limiting the generality of the foregoing, LLCP may perform other services for the Company, including the following:

          (i)  reviewing the Company's financial projections, budgets and business plans, and making available to the Company its knowledge and experience with respect to these matters;

         (ii)  furnishing reports and statistical and economic analysis to the Company regarding the Company's activities;

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        (iii)  assisting with the evaluation of establishment of de novo offices;

        (iv)  consulting with respect to the operations of the Company, including performance of administrative functions necessary in the management of the Company as may be agreed upon by LLCP and the Board of Directors;

         (v)  counseling the Company in connection with policy decisions made by the Board of Directors; and


 

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