EMPLOYMENT AGREEMENT



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

September 5, 2001, 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 September 5, 2001

(the "Commencement Date"), and ending on December 31, 2002 (the "Expiration

Date"), subject to earlier termination as set forth herein (such period, as it

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



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.



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 $420,000 per annum ($35,000 per

month) from the Commencement Date through September 5, 2002, and $450,000 per

annum ($37,500 per month) from September 5, 2002 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) Calendar Year 2001. The Company shall pay Employee an incentive bonus (the

"2001 Incentive Bonus") equal to 100% of the base salary earned through December

31, 2001. The 2001 Incentive Bonus shall be payable in one lump sum payment,

upon completion by the Company's outside auditors of their audit of the

Company's financial statements for the year ended December 31, 2001.



(ii) Calendar Year 2002. The Company shall pay Employee an incentive bonus (the

"2002 Incentive Bonus") if the Company meets the earnings before interest,

taxes, depreciation and amortization ("EBITDA") objective for calendar year

2002, which EBITDA objective shall be $27,000,000 (with adjustments as necessary

to reflect items beyond Employee's control, including, but not limited to,

elimination of consulting fees and legal fees). If the Company's actual EBITDA

equals the EBITDA objective, the Company will pay Employee a bonus equal to 100%

of the base salary provided to be paid from January 1, 2002 through December 31,

2002 pursuant to Section 3(a) (the "2002 Base Salary"). If the Company's actual

EBITDA is less than the EBITDA objective then the Company will pay Employee a

bonus pursuant to the following table:



      Percentage of EBITDA                     Percentage of 2002 Base Salary

         Objective Met                             Due as Incentive Bonus



              99%                                           97%



              98%                                           93%



              97%                                           88%



              96%                                           82%



              95%                                           75%



         Less than 95%                                      25%



If the Company's actual EBITDA exceeds the EBITDA objective, then for each 1%

over which the actual EBITDA exceeds the EBITDA objective, the Company shall pay

Employee an amount equal to 3% of 2002 Base Salary. In calculating additional

amounts due, any partial percentage point over which the actual EBITDA exceeds

the EBITDA objective shall be calculated on a pro rata basis with respect to the

incremental 3% increase.



(iii) Payment of 2002 Incentive Bonus. The Company shall make quarterly advances

against the 2002 Incentive Bonus to Employee at a rate of 50% of the 2002 Base

Salary earned during each quarter, payable on each of April 1, 2002, July 1,

2002, October 1, 2002, and December 31, 2002. To the extent that the aggregate

amount paid to Employee pursuant to this Section 3(b)(iii) exceeds the amount of

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