EMPLOYMENT AGREEMENT

        This Employment Agreement (this "Agreement"), is effective as of August 3, 2004, by and between InterDent, Inc., a Delaware corporation (the "Company"), and Robert W. Hill ("Employee").

RECITAL:

        WHEREAS, the Company desires to employ Employee, and Employee is willing to serve in the employ of the Company, each upon the terms and conditions provided in this Agreement.

        NOW, THEREFORE, in consideration of the foregoing, the covenants set forth in this Agreement and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

        Section 1.    Term of Employment.    Employee's employment with the Company is "at will" and, therefore, either employee or the Company can terminate Employee's employment at any time for any reason or no reason at all, with or without cause (such period, as it may be so terminated, being referred to herein as the "Term").

        Section 2.    Position and Duties

        (d)    During the Term, Employee shall serve as Chief Financial Officer. In the performance of his duties hereunder, Employee shall report to and shall be responsible to the Chief Executive Officer of the Company, or such other Executive as may be named by the Chief Executive Officer of the Company.

        (e)    Primary Responsibilities.    During the Term, Employee's duties and responsibilities will be those customarily performed by persons in these positions or as may be delegated to Employee by the Chief Executive Officer of the Company.

        Section 3.    Compensation and Related Matters.    As full compensation for his services hereunder, the Company shall pay, grant, issue or give, as the case may be, to Employee the compensation and benefits described below:

        (d)    Base Salary.    Employee's initial base salary shall be $185,000 per annum, which base salary shall be paid to Employee in accordance with the customary payroll policy of the Company as in effect from time to time.

        (e)    Incentive Bonus.

The Company shall pay Employee an incentive bonus if the Company meets its earnings objective for the calendar year. The InterDent Corporate Incentive Bonus Plan (the "Plan") is intended to reward key employees with annual bonuses based on the Company's achievement of its objectives for the year. Details of the plan and target objectives will be determined annually by the Chief Executive Officer of the Company, except where fixed by the terms of an employment agreement. Employee must still be an employed by the Company on the date of payment to earn any bonuses.

        (c)    Company Stock Options.    Employee shall be entitled to participate in a stock option program with grants as approved by the Option Committee from time to time. 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 because of death or physical disability within the meaning of Section 22(e)(3) of the Internal Revenue Code of 1986, or (iii) a Change in Control of the Company occurs, all shares of the Company's Common Stock subject to outstanding options or shares subject to restrictions held by Employee at the time of the event shall be fully vested as of the date of such event.

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