EMPLOYMENT AGREEMENT





         This Employment Agreement (this "Agreement"),  is effective as of

January 1, 2003, by and between InterDent,  Inc., a Delaware corporation (the

"Company"), and Wayne Posey ("Employee").



                                    RECITAL:



         WHEREAS, the Company desires to employ Employee for the period provided

in this Agreement, and Employee is willing to serve in the employ of the Company

for such period, 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. Employment. The Company hereby agrees to employ Employee, and

Employee hereby accepts such employment, in each case upon the terms and

conditions set forth herein, for a period commencing as of January 1, 2003 (the

"Commencement Date"), and ending on December 31, 2003 (the "Expiration Date"),

subject to extension or earlier termination as set forth herein (such period, as

it may be so extended or terminated, being referred to herein as the "Term").

Notwithstanding the foregoing, the Expiration Date shall be extended to December

31, 2004, unless either Executive or the Company provides notice to the other,

as provided herein, by not later than September 30, 2003, that the Expiration

Date shall not be so extended. Any such extended term shall also be subject to

earlier termination as set forth herein.



Section 2.        Duties and Services.



(a) Offices. During the Term, Employee shall serve as the Chairman and Chief

Executive Officer of the Company, and in such capacity shall hold the most

senior positions in the Company. In the performance of his duties hereunder,

Employee shall report to and shall be responsible to the Board of Directors of

the Company (the "Board").



(b) Primary Responsibilities. During the Term, Employee's duties and

responsibilities will be those customarily performed by a Chief Executive

Officer of a company of comparable size to the Company. Employee shall also

perform those duties that are assigned to him by the Board, which shall be

commensurate with his position as Chief Executive Officer. During the Term, the

Company shall take all actions reasonably within its control, including

nominating Employee for election as director in connection with all elections of

directors (and the inclusion in any proxy statement prepared by the Company in

connection therewith). Following the Term, Employee may, but shall not be

required to, continue to serve as a director 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:



(a) Base Salary. The Company shall pay Employee $450,000 per annum ($37,500 per

month) from the Commencement Date through May 31, 2003, and $500,000 per annum

($41,666.67 per month) from June 1, 2003 through the Expiration Date, which base

salary shall be paid to Employee in accordance with the customary employee

payroll policy of the Company as in effect from time to time.



(b)      Incentive Bonus.



(i) 2003 Incentive Bonus. The Company shall pay Employee an incentive bonus (the

"2003 Incentive Bonus") depending on the actual earnings before interest, taxes,

depreciation and amortization, of the Company for 2003 and after the accrual of

all bonuses (with adjustments as necessary to reflect items beyond Employee's

control, including, but not limited to, elimination of consulting fees and legal

fees, but not the accrual of bonuses, the "Adjusted EBITDA"), as compared to the

"Adjusted EBITDA Objective" for calendar year 2003, which Adjusted EBITDA

Objective shall be $30,000,000. The Company will pay Employee a bonus equal to

the specified percentage of the base salary provided to be paid from January 1,

2003 through December 31, 2003 pursuant to Section 3(a) (the "2003 Base

Salary").



      Percentage of Adjusted EBITDA               Percentage of 2003 Base Salary

              Objective Met                           Due as Incentive Bonus



                 0 - 50%                                         25%



                 50 - 90%                                      25 - 50%



                90 - 100%                                     50 - 100%



                100 - 110%                                    100 - 150%



                110 - 125%                                    150 - 200%



                125 - 150%                                    200 - 250%



If the Company's actual Adjusted EBITDA falls within one of the ranges set forth

above under the heading "Percentage of Adjusted EBITDA Objective Met," then the

percentage of 2003 Base Salary Due as Incentive Bonus (as set forth under the

heading so labeled) shall be determined on a pro rata basis. By way of example,

if the Company's actual Adjusted EBITDA equals 105% of the Adjusted EBITDA

Objective, the percentage of 2003 Base Salary due as incentive bonus shall be

125%.



(ii) Payment of 2003 Incentive Bonus. The Company shall make quarterly advances

against the 2003 Incentive Bonus to Employee at a rate of 50% of the 2003 Base

Salary earned during each quarter, payable on each of April 1, 2003, July 1,

2003, October 1, 2003, and December 31, 2003. To the extent that the aggregate

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