ASSET PURCHASE AGREEMENT

BY AND AMONG

GENTLE DENTAL SERVICE CORPORATION

INTERDENT, INC.

DENTALCO MANAGEMENT SERVICES OF MARYLAND, INC.

AND

MON ACQUISITION CORP.

DATED APRIL 17, 2001

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ASSET PURCHASE AGREEMENT

    THIS ASSET PURCHASE AGREEMENT (the "Agreement") is entered into on this 17^th day of April, 2001, by and among INTERDENT, INC., a Delaware corporation ("Parent"), GENTLE DENTAL SERVICE CORPORATION, a Washington corporation and wholly owned subsidiary of Parent ("GDSC" or a "Seller"), DentalCo Management Services of Maryland, Inc., a Maryland corporation and a wholly-owned subsidiary of GDSC ("DMSM" or a "Seller", and collectively with GDSC, the "Sellers") and MON ACQUISITION CORP., a Florida corporation ("Purchaser").

RECITALS

    A.  Parent and Sellers are currently engaged in the business of managing dental practices.

    B.  GDSC is currently a party to that certain Management Agreement (the "Management Agreement"), dated as of August 28, 2000, between Seller and Mid-Atlantic Dental Associates, P.A. ("MADA"). Pursuant to the terms of the Management Agreement, GDSC manages those certain dental practices known as Mid-Atlantic Dental Associates of Annapolis and Mid-Atlantic Dental Associates of Cross Keys, respectively (the "Practices").

    C.  Sellers own the Assets (as such term is defined in Section 1.1 hereof).

    D.  Purchaser desires to purchase the Assets from Sellers on the terms and subject to the conditions hereinafter set forth.

    E.  Sellers desire to sell, assign, convey, transfer and deliver the Assets to Purchaser on the terms and subject to the conditions hereinafter set forth.

OPERATIVE PROVISIONS

    In consideration of the premises and the mutual agreements, covenants, representations, warranties and understandings hereinafter set forth and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be bound legally, hereby agree as follows:

    1.  TRANSFER OF ASSETS.  

    1.1  Purchase and Sale of Assets.  Each of the Sellers hereby sells, transfers, conveys, assigns and delivers to Purchaser free and clear of all liens and encumbrances (other than those securing Assumed Obligations as defined in Section 1.2 below ("Permitted Liens")), and Purchaser shall purchase and accept delivery of, all of each Seller's and Parent's right, title and interest in and to all of the assets (x) solely used by, or solely in connection with, the operation or management of the Practices, and/or (y) located at a Practice, and/or (z) were acquired by any Seller from Bank of America, N.A. on or about August 28, 2000 and relate to the Practices, other than Excluded Assets (as defined below), including, but not limited to, each of those assets set forth on Schedule 1.1 hereto (collectively, the "Assets").

    1.2  Assumed Obligations.  Except for the liabilities and obligations to be assumed by Purchaser as set forth in this Section 1.2, Purchaser does not assume and will not be liable for any liabilities or obligations of the Sellers, known or unknown, contingent or absolute, accrued or other, and the Assets shall be free of all liabilities, obligations, liens and encumbrances other than Permitted Liens. Purchaser hereby assumes and accepts and agrees to satisfy and discharge each of the liabilities and obligations set forth on Schedule 1.2 hereto (collectively, the "Assumed Obligations"). Purchaser acknowledges that it has conducted such investigation and inspection of the Assets as it has deemed necessary to satisfy itself as to the existence and nature of the Assets, and that it is not relying on any representations or warranties of Sellers and/or Parent except as set forth in Sections 4 and 8 hereof and no additional representations or warranties shall be implied; provided, however, that such investigation and inspection shall not be deemed to prevent or diminish Purchasers' reliance on such representations and warranties.

    1.3  Excluded Assets.  The Assets shall not include those assets of Parent or either Seller set forth on Schedule 1.3 hereto (the "Excluded Assets").

    1.4  Further Assurances.  Parent and Sellers agree that at any time and from time to time on and after the date hereof, they and their other subsidiaries will, upon the request of Purchaser and without further consideration, take all steps reasonably necessary to place Purchaser in possession and operating control of the Assets and will do, execute, acknowledge and deliver, or will cause to be done, executed, acknowledged and delivered, all further acts, deeds, assignments, conveyances, transfers, powers of attorney or assurances as reasonably required to sell, assign, convey, transfer, grant, assure and confirm to Purchaser, or to aid and assist in the collection of or reducing to possession by Purchaser of, all of the Assets, or to vest in Purchaser good, valid and marketable title to the Assets.

    2.  PAYMENTS.  

    The purchase price for the Assets is $2,000,000 (the "Purchase Price") which shall be paid by wire transfer of immediately available funds to the account or accounts designated by Parent to Purchaser, after the following conditions have been met:

 

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