<PAGE>


                                                                     Exhibit 4.2


THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR REGISTERED OR
QUALIFIED UNDER ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD,
TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE ASSIGNED EXCEPT IN COMPLIANCE
WITH THE REGISTRATION REQUIREMENTS OF SUCH ACT AND THE REGISTRATION OR
QUALIFICATION REQUIREMENTS OF SUCH STATE SECURITIES LAWS OR PURSUANT TO AN
EXEMPTION FROM SUCH REGISTRATION AND QUALIFICATION.


WARRANT NO. LL-1                                                   June 15, 2000


                                 INTERDENT, INC.

              WARRANT TO PURCHASE 2,125,000 SHARES OF COMMON STOCK

         FOR VALUE RECEIVED, INTERDENT, INC., a Delaware corporation (the
"COMPANY"), hereby certifies that LEVINE LEICHTMAN CAPITAL PARTNERS II, L.P., a
California limited partnership, or its successors or assigns (the "HOLDER"), is
entitled to purchase, on the terms and subject to the conditions contained
herein, 2,125,000 shares (the "WARRANT SHARES") of the Company's common stock,
$.001 par value per share ("COMMON STOCK"), at the initial exercise price of
$6.84 per Warrant Share (as such initial exercise price per share may be
adjusted from time to time in accordance with SECTIONS 2.3 and 4, the "WARRANT
PURCHASE PRICE") at any time and from time to time during the Exercise Period
(as such term is defined below). The number of Warrant Shares and the Warrant
Purchase Price are subject to adjustment as provided in SECTION 4. This Warrant
is being issued in connection with the consummation of the transactions
contemplated by the Securities Purchase Agreement dated of even date herewith by
and between the Company and the Holder (as it may be amended, supplemented or
otherwise modified and in effect from time to time, the "SECURITIES PURCHASE
AGREEMENT").

         This Warrant is subject to the following terms and conditions:

         1. DEFINITIONS. Unless otherwise indicated in this Warrant, capitalized
terms used and not otherwise defined in this Warrant have the meanings set forth
in the Securities Purchase Agreement. In addition, the following capitalized
terms have the following meanings:


<PAGE>


                  "COMMON STOCK" has the meaning set forth in the preamble.

                  "COMPANY" has the meaning set forth in the preamble.

                  "CONVERTIBLE SECURITIES" means, when used in this Agreement,
         any securities or other obligations issued or issuable by the Company
         or any other Person that are exercisable or exchangeable for, or
         convertible into, any Capital Stock of the Company.

                  "CURRENT MARKET PRICE" per share of Common Stock means, as of
         any specified date on which the Common Stock is publicly traded, the
         average of the daily market prices of the Common Stock over the twenty
         (20) consecutive trading days immediately preceding (and not including)
         such date. The 'daily market price' for each trading day shall be (i)
         the last reported sales price on such day on the Nasdaq or such other
         principal securities exchange on which the Common Stock is then listed
         or admitted to trading, as applicable, (ii) if no sale takes place on
         such day on any such securities exchange or system, the average of the
         closing bid and asked prices, regular way, on such day for the Common
         Stock as officially quoted on any such securities exchange or system,
         (iii) if the Common Stock is not then listed or admitted to trading on
         any securities exchange or system, the last reported sale price,
         regular way, on such day for the Common Stock, or if no sale takes
         place on such day, the average of the closing bid and asked prices for
         the Common Stock on such day, as reported by Nasdaq or the National
         Quotation Bureau, and (iv) if the Common Stock is not then listed or
         admitted to trading on any securities exchange and if no such reported
         sale price or bid and asked prices are available, the average of the
         reported high bid and low asked prices on such day, as reported by a
         reputable quotation service, or a newspaper of general circulation in
         the City of Los Angeles, State of California, customarily published on
         each Business Day. If the daily market price cannot be determined for
         the twenty (20) consecutive trading days immediately preceding such
         date in the manner specified in the foregoing sentence, then the Common
         Stock shall not be deemed to be publicly traded as of such date.

                  "DESIGNATED OFFICE" has the meaning set forth in SECTION 2.1.

                  "DOJ" has the meaning set forth in SECTION 3.

                  "EFFECTIVE DATE" means the issue date of this Warrant.

                  "EXCLUDED SECURITIES" means, collectively, (i) shares of
         capital stock issued pursuant to a stock dividend or a stock split or
         other subdivision of shares; (ii) Common Stock issued upon exercise of
         this Warrant; (iii) Common Stock issued by the Company in any public
         offering registered under the Securities Act, which offering results in
         net


<PAGE>


         proceeds to the Company of at least $20,000,000 and a price per share
         of Common Stock of not less than the Warrant Purchase Price then in
         effect; and (iv) shares of Common Stock issued or issuable pursuant to
         conversion of the Convertible Subordinated Notes, the Series D
         Preferred Stock of the Company or upon exercise of other Equity Rights
         of the Company issued and outstanding as of the date hereof; and (v)
         shares of Common Stock issued, issuable or reserved for issuance to
         directors, officers and employees of the Company or any other Company
         Party in connection with their services as directors, officers or
         employees pursuant to any Options issued by the Company pursuant to any
         Benefit Plan which has been duly adopted and approved by the
         shareholders of the Company within a one (1)-year period following the
         date of initial grant under such Benefit Plan and in existence on the
         date hereof.

                  "EXERCISE NOTICE" has the meaning set forth in SECTION 2.1.

                  "EXERCISE PERIOD" means the period commencing on the Effective
         Date and ending on (and including) the Expiration Date.

                  "EXPIRATION DATE" means the tenth anniversary of the date of
         this Warrant.

                  "FAIR MARKET VALUE" with respect to the Warrant Shares means,
         as of any specified date:

                           (i) if the Common Stock is publicly traded on such
                  date, the Current Market Price per share; or

                           (ii) if the Common Stock is not publicly traded (or
                  deemed not to be publicly traded) on such date, the fair
                  market value per share of Common Stock as determined by an
                  independent valuation of the Company, its Subsidiaries and
                  their respective businesses conducted by an investment banking
                  firm of recognized national standing selected by the mutual
                  written agreement of the Company and the Holder; PROVIDED,
                  HOWEVER, that if the Company and the Holder are unable to
                  mutually agree on any such investment banking firm within ten
                  (10) days after the date upon which the right or obligation to
                  select an investment banking firm arises, each of the Holder
                  and the Company shall, within three (3) Business Days
                  thereafter, select one investment banking firm, and the two
                  (2) selected firms shall, within three (3) Business Days of
                  their selection, select a third investment banking firm which
                  shall make the relevant determination (which determination
                  shall be final and binding) within ten (10) Business Days of
                  the submission of this matter to such third firm; and PROVIDED
                  FURTHER, HOWEVER, that, in determining the fair market value
                  per share of Common Stock, such investment banking firm shall
                  not give effect or take into account any "minority discount"
                  but


<PAGE>


                  shall value the Company in its entirety on an enterprise
                  basis.

                  "FTC" has the meaning set forth in SECTION 3.

                  "HOLDER" has the meaning set forth in the preamble.

                  "HSR ACT" has the meaning set forth in SECTION 3.

                  "OPTIONS" means, when used in this Warrant, any warrants,
         options or similar rights to subscribe for or purchase any Capital
         Stock of the Company, including, without limitation, any options or
         similar rights issued or issuable under any employee stock option plan,
         pension plan or other employee benefit plan of the Company.

                  "OTHER PROPERTY" has the meaning set forth in SECTION 4.5.

                  "SECURITIES ACT" means the Securities Act of 1933, as amended,
         and the rules and regulations promulgated thereunder, all as the same
         shall be in effect at the time.

                  "SECURITIES PURCHASE AGREEMENT" has the meaning set forth in
         the preamble of this Warrant.

                  "WARRANT" means this Warrant, any amendment or other
         modification of this Warrant, and any warrants issued upon transfer,
         division or combination of, or in substitution for, this Warrant or any
         other such warrant. All such Warrants shall at all times be identical
         as to terms and conditions and date, except as to the number of Warrant
         Shares for which they may be exercised.

                  "WARRANT PURCHASE PRICE" has the meaning set forth in the
         preamble of this Warrant.

                  "WARRANT SHARES" has the meaning set forth in the preamble.

         2.       EXERCISE.

                  2.1 EXERCISE; DELIVERY OF CERTIFICATES. Subject to the
provisions of SECTION 3, this Warrant may be exercised at the option of the
Holder, in whole or in part, at any time and from time to time during the
Exercise Period, by (a) delivering to the Company at its principal executive
office or such other office of the Company as it may designate by written notice
to the Holder (the "DESIGNATED OFFICE") (i) a notice of exercise, in
substantially the form attached hereto


<PAGE>


(the "EXERCISE NOTICE"), duly completed and signed by the Holder, and (ii) this
Warrant, and (b) paying the Warrant Purchase Price pursuant to SECTION 2.2 for
the number of Warrant Shares being purchased. The Warrant Shares being purchased
under this Warrant will be deemed to have been issued to the Holder, as the
record owner of such Warrant Shares, as of the close of business on the date on
which payment therefor is made by the Holder pursuant to SECTION 2.2. Stock
certificates representing the Warrant Shares so purchased shall be delivered to
the Holder within ten (10) Business Days after this Warrant has been exercised
(or, if applicable, after the conditions set forth in SECTION 3 have been
satisfied); PROVIDED, HOWEVER, that in the case of a purchase of less than all
of the Warrant Shares issuable upon exercise of this Warrant, the Company shall
cancel this Warrant and, within ten (10) Business Days after this Warrant has
been surrendered, execute and deliver to the Holder a new Warrant of like tenor
representing the number of Warrant Shares that have not been exercised. Each
stock certificate representing the number of Warrant Shares purchased or
purchasable under this Warrant shall be registered in the name of the Holder or,
subject to compliance with Applicable Law, such other name as may be designated
by the Holder.

                  2.2 PAYMENT OF WARRANT PURCHASE PRICE. Payment of the Warrant
Purchase Price may be made, at the option of the Holder, by (i) certified,
cashier's or company check, (ii) wire transfer, (iii) instructing the Company to
withhold and cancel a number of Warrant Shares then issuable upon exercise of
this Warrant with respect to which the excess of the Fair Market Value over the
Warrant Purchase Price for such canceled Warrant Shares is at least equal to the
Warrant Purchase Price for the shares being purchased, (iv) surrender to the
Company of shares of Common Stock previously acquired by the Holder with a Fair
Market Value equal to the Warrant Purchase Price for the shares then being
purchased or (v) any combination of the foregoing. The Company shall not issue
fractional shares of Common Stock upon the exercise of this Warrant and, in lieu
thereof, shall pay to the Holder cash equal to the Warrant Purchase Price
multiplied by such fraction.

                  2.3 RESETS OF WARRANT PURCHASE PRICE UNDER CERTAIN
CIRCUMSTANCES.

                           (a) If, on the second anniversary of the date of
issuance of this Warrant, the average of the last reported sales prices of the
Common Stock during the ten (10)-day period ending on such second anniversary
date, as reported on the Nasdaq (or the national securities exchange on which
the Common Stock is then listed or admitted for trading), is less than the
Warrant Purchase Price in effect at such time, then the Warrant Purchase Price
in effect at such time shall be reset to equal the greater of (a) such ten
(10)-day average and (b) $4.45, subject to adjustment pursuant to the
immediately succeeding sentence. The dollar amount set forth in clause (b) above
shall be adjusted from time to time by multiplying the dollar amount in effect
at the time of adjustment by a fraction, the numerator of which is the Warrant
Purchase Price in effect at such time and the denominator of which is the
initial Warrant Purchase Price.


<PAGE>


                           (b) In addition, if the Issuers fail to fulfill their
obligations set forth in the first sentence of Section 9.19 of the Securities
Purchase Agreement on or prior to June 30, 2001, as provided therein, then the
Warrant Purchase Price in effect at such time shall be reset to an amount equal
to $6.19, which dollar amount shall be adjusted from time to time by multiplying
the dollar amount in effect at the time of adjustment by a fraction, the
numerator of which is the Warrant Purchase Price in effect at such time and the
denominator of which is the initial Warrant Purchase Price.

         3. ANTI-TRUST NOTIFICATION. If the Company or the Holder determines, in
its sole judgment upon the advice of counsel, that an exercise of this Warrant
pursuant to the terms hereof would be subject to the provisions of the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR
ACT"), the Company shall, within twenty (20) Business Days after (a) receiving a
notice from the Holder of the applicability of the HSR Act or (b) after such a
determination by the Company, file with the United States Federal Trade
Commission (the "FTC") and the United States Department of Justice (the "DOJ")
the notification and report form and any supplemental information required to be
filed by it pursuant to the HSR Act in connection with the exercise of this
Warrant. Any such notification and report form and supplemental information will
be in full compliance with the requirements of the HSR Act. The Company will
furnish to the Holder promptly (but in no event more than five (5) Business
Days) such information and assistance as the Holder may reasonably request in
connection with the preparation of any filing or submission required to be filed
by the Holder under the HSR Act. The Company shall respond promptly after
receiving any inquiries or requests for additional information from the FTC or
the DOJ (and in no event more than five (5) Business Days after receipt of such
inquiry or request). The Company shall keep the Holder apprised periodically and
at the Holder's request of the status of any communications with, and any
inquiries or requests for additional information from, the FTC or the DOJ. The
Company shall bear all filing or other fees required to be paid by the Company
and the Holder (or the "ultimate parent entity" of the Holder, if any) under the
HSR Act or any other Applicable Law in connection with such filings and all
costs and expenses (including, without limitation, attorneys' fees and expenses)
incurred by the Company and the Holder in connection with the preparation of
such filings and responses to inquiries or requests. In the event that this
SECTION 3 is applicable to any exercise of this Warrant, the purchase by the
Holder of the Warrant Shares subject to the Exercise Notice, and the payment by
the Holder of the Warrant Purchase Price, shall be subject to the expiration or
earlier termination of the waiting period under the HSR Act.

         4. ADJUSTMENTS TO THE NUMBER OF WARRANT SHARES AND TO THE WARRANT
PURCHASE PRICE. The number of Warrant Shares for which this Warrant is
exercisable and the Warrant Purchase Price shall be subject to adjustment from
time to time as set forth in this SECTION 4.

                  4.1 STOCK DIVIDENDS, SUBDIVISIONS AND COMBINATIONS. If at any
time the


<PAGE>


Company:

                           (a) pays a dividend or makes any other distribution
with respect to its Common Stock in shares of Common Stock or shares of any
other class or series of Capital Stock,

                           (b) subdivides its outstanding shares of Common Stock
into a larger number of shares of Common Stock, or

                           (c) combines its outstanding shares of Common Stock
into a smaller number of shares of Common Stock,

then the number of Warrant Shares purchasable upon exercise of this Warrant
immediately prior to the record date for such dividend or distribution or the
effective date of such subdivision or combination, as the case may be, shall be
adjusted so that the Holder shall thereafter be entitled to receive upon
exercise of this Warrant the kind and number of shares of Common Stock that the
Holder would have owned or have been entitled to receive immediately after such
record date or effective date, as the case may be, had this Warrant been
exercised immediately prior to such record date or effective date. Any
adjustment made pursuant to this SECTION 4.1 shall become effective immediately
after the effective date of such event, but be retroactive to the record date,
if any, for such event.

                  Upon any adjustment to the number of Warrant Shares
purchasable upon the exercise of this Warrant as herein provided, the Warrant
Purchase Price per share shall be adjusted by multiplying the Warrant Purchase
Price immediately prior to such adjustment by a fraction, the numerator of which
shall be the number of Warrant Shares purchasable upon the exercise of this
Warrant immediately prior to such adjustment and the denominator of which shall
be the number of Warrant Shares so purchasable immediately thereafter.

                  4.2 ISSUANCE OF OPTIONS. If at any time the Company issues
(without payment of any consideration) to all holders of outstanding Common
Stock any Options, the Company shall also distribute such Options to the Holder
as if this Warrant had been exercised immediately prior to the effective date of
such issuance.

                  4.3 DISTRIBUTION OF ASSETS OR SECURITIES. If at any time the
Company makes a distribution to its stockholders (other than in connection with
the liquidation, dissolution or winding up of the Company) of any asset or
security other than those referred to in SECTIONS 4.1, 4.2 OR 4.5, the Warrant
Purchase Price shall be adjusted and shall be equal to the Warrant Purchase
Price in effect immediately prior to the close of business on the date fixed for
the


<PAGE>


determination of stockholders entitled to receive such distribution, MULTIPLIED
BY a fraction (which shall not be less than zero), the numerator of which shall
be the Fair Market Value per share of Common Stock on the date fixed for such
determination, LESS the then fair market value of the portion of the assets, or
the fair market value of the portion of the securities, as the case may be, so
distributed applicable to one share of Common Stock, and the denominator of
which shall be the Fair Market Value per share of Common Stock. Such adjustment
to the Warrant Purchase Price shall become effective immediately prior to the
opening of business on the day immediately following the date fixed for the
determination of stockholders entitled to receive such distribution. Upon any
adjustment in the Warrant Purchase Price as provided in this SECTION 4.3, the
number of shares of Common Stock issuable upon the exercise of this Warrant
shall also be adjusted and shall be equal to the number of Warrant Shares
issuable upon exercise of this Warrant immediately prior to such adjustment
MULTIPLIED BY a fraction, the numerator of which is the Warrant Purchase Price
in effect immediately prior to such adjustment and the denominator of which is
the Warrant Purchase Price as so adjusted.

                  4.4 ISSUANCE OF EQUITY SECURITIES UNDER CERTAIN CIRCUMSTANCES.

                           (a) If, at any time after the date hereof, the
Company shall issue or sell (or, in accordance with SECTION 4.4(b), shall be
deemed to have issued or sold) any shares of Common Stock (other than Excluded
Securities) without consideration or for a consideration per share that is less
than the Fair Market Value per share of Common Stock as determined as of the
date of such issuance or sale, then, effective immediately upon such issuance or
sale, the Warrant Purchase Price shall be reduced (calculated to the nearest
$.001 and without regard to any other provisions of this SECTION 4) to an amount
equal to the product obtained by multiplying (i) the Warrant Purchase Price in
effect immediately prior to such issuance or sale, by (ii) a fraction, the
numerator of which shall be the sum of (A) the product obtained by multiplying
(1) the number of shares of Common Stock outstanding (on a Fully Diluted Basis)
immediately prior to such issuance or sale by (2) the Fair Market Value per
share of Common Stock as of the date of such issuance or sale, PLUS (B) the cash
consideration, if any, received by the Company upon such issuance or sale, and
the denominator of which shall be the product obtained by multiplying (C) the
number of shares of Common Stock outstanding (on a Fully Diluted Basis)
immediately after such sale or issuance, by (D) the Fair Market Value per share
of Common Stock as of the date of such issuance or sale. Upon each such
adjustment of the Warrant Purchase Price hereunder, the number of Warrant Shares
which may be obtained upon exercise of this Warrant shall be increased to the
number of shares determined by multiplying (x) the number of Warrant Shares
which could be obtained upon exercise of such Warrant immediately prior to such
adjustment by (y) a fraction, the numerator of which shall be the Warrant
Purchase Price in effect immediately prior to such adjustment and the
denominator of which shall be the Warrant Purchase Price in effect immediately
after such adjustment. Adjustments shall be made successively whenever such an
issuance or sale is made.


<PAGE>


                           (b) For the purpose of determining the adjusted
Warrant Purchase Price under SECTION 4.4(a), the following shall be applicable:

                                    (i) ISSUANCE OF OPTIONS. If the Company in
         any manner issues or grants any Options or Convertible Securities and
         the price per share for which Common Stock is issuable upon the
         exercise of such Options or upon conversion or exchange of such
         Convertible Securities is less than the Fair Market Value per share of
         Common Stock determined as of the date of such issuance or grant of
         such Options, then the total maximum number of shares of Common Stock
         issuable upon the exercise of such Options (or upon conversion or
         exchange of the total maximum amount of such Convertible Securities
         issuable upon the exercise of such Options) shall be deemed to be
         outstanding and to have been issued and sold by the Company for such
         lower price per share. For purposes of this paragraph, the price per
         share for which Common Stock is issuable upon exercise of Options or
         upon conversion or exchange of Convertible Securities issuable upon
         exercise of Options shall be determined by dividing (A) the total
         amount, if any, received or receivable by the Company as consideration
         for the issuing or granting of such Options, PLUS the minimum aggregate
         amount of additional consideration payable to the Company upon the
         exercise of all such Options, PLUS in the case of such Options which
         relate to Convertible Securities, the minimum aggregate amount of
         additional consideration, if any, payable to the Company upon the
         issuance or sale of such Convertible Securities and the conversion or
         exchange thereof, by (B) the total maximum number of shares of Common
         Stock issuable upon exercise of such Options or upon the conversion or
         exchange of all such Convertible Securities issuable upon the exercise
         of such Options.

                                    (ii) ISSUANCE OF CONVERTIBLE SECURITIES. If
         the Company in any manner issues or grants any Convertible Securities
         having an exercise or conversion or exchange price per share of Common
         Stock which is less than the Fair Market Value per share of Common
         Stock determined as of the date of issuance or sale, then the maximum
         number of shares of Common Stock issuable upon the conversion or
         exchange of such Convertible Securities shall be deemed to be
         outstanding and to have been issued and sold by the Company for such
         lower price per share. For purposes of this paragraph, the price per
         share for which Common Stock is issuable upon conversion or exchange of
         Convertible Securities is determined by dividing (A) the total amount
         received by the Company as consideration for the issuance or sale of
         such Convertible Securities, PLUS the minimum aggregate amount of
         additional consideration, if any, payable to the Company upon the
         conversion or exchange thereof, by (B) the total maximum number of
         shares of Common Stock issuable upon the conversion or exchange of all
         such Convertible Securities.


<PAGE>


                                    (iii) CHANGE IN EQUITY PRICE OR CONVERSION
         RATE. If the purchase price provided for in any Options, the additional
         consideration, if any, payable upon the issuance, conversion or
         exchange of any Convertible Securities or the rate at which any
         Convertible Securities are convertible into or exchangeable for Common
         Stock changes at any time, then the Warrant Purchase Price in effect at
         the time of such change shall be readjusted to the Warrant Purchase
         Price which would have been in effect at such time had such Options or
         Convertible Securities still outstanding provided for such changed
         purchase price, additional consideration or changed conversion rate, as
         the case may be, at the time initially granted, issued or sold and the
         number of Warrant Shares shall be correspondingly readjusted.

                                    (iv) CALCULATION OF CONSIDERATION RECEIVED.
         If any Common Stock, Options or Convertible Securities are issued or
         sold or deemed to have been issued or sold for cash, then the
         consideration received therefor shall be deemed to be the net amount
         received by the Company therefor. If any Common Stock, Options or
         Convertible Securities are issued or sold for consideration other than
         cash, then the amount of consideration received by the Company shall be
         the fair value of such consideration determined in good faith by the
         Board of Directors of the Company, subject to the Holder's rights under
         SECTION 4.8(e).

                                    (v) TREASURY SHARES. The number of shares of
         Common Stock outstanding at any time does not include shares owned or
         held by or for the account of the Company or any Subsidiary of the
         Company, and the disposition of any shares so owned or held shall be
         considered an issue or sale of Common Stock.

                                    (vi) RECORD DATE. If the Company takes a
         record of the holders of Common Stock for the purpose of entitling them
         (A) to receive a dividend or other distribution payable in Common
         Stock, Options or Convertible Securities or (B) to subscribe for or
         purchase Common Stock, Options or Convertible Securities, then such
         record date shall be deemed to be the date of the issuance or sale of
         the shares of Common Stock deemed to have been issued or sold upon the
         declaration of such dividend or the making of such distribution or the
         date of the granting or such right of subscription or purchase, as the
         case may be.

                           (c) No adjustment shall be made pursuant to this
SECTION 4.4 with respect to the issuance of Excluded Securities.

                  4.5 REORGANIZATION, RECLASSIFICATION, MERGER, CONSOLIDATION OR
DISPOSITION OF ASSETS. If at any time the Company reorganizes its capital,
reclassifies its capital stock,


<PAGE>


consolidates, merges or combines with or into another Person (where the Company
is not the surviving corporation or where there is any change whatsoever in, or
distribution with respect to, the outstanding Common Stock), or the Company
sells, transfers or otherwise disposes of all or substantially all of its
property, assets or business to another Person, other than in a transaction
provided for in SECTIONS 4.1, 4.2, 4.3, 4.4 OR 4.6, and, pursuant to the terms
of such reorganization, reclassification, consolidation, merger, combination,
sale, transfer or other disposition of assets, (i) shares of capital stock of
the successor or acquiring Person or the Company (if it is the surviving
corporation) or (ii) any cash, shares of stock or other securities or property
of any nature whatsoever (including warrants or other subscription or purchase
rights) in addition to or in lieu of common stock of the successor or acquiring
Person or the Company ("OTHER PROPERTY") are to be received by or distributed to
the holders of Common Stock who are holders immediately prior to such
transaction, then the Holder shall have the right thereafter to receive, upon
exercise of this Warrant, the number of shares of Common Stock, common stock of
the successor or acquiring Person, and/or Other Property which the holder of the
number of shares of Common Stock for which this Warrant is exercisable
immediately prior to such event would have owned or received immediately after
and as a result of such event. In such event, the aggregate Warrant Purchase
Price otherwise payable for the Warrant Shares issuable upon exercise of this
Warrant shall be allocated among such securities and Other Property in
proportion to the respective fair market values of such securities and Other
Property as determined in good faith by the Board of Directors of the Company,
subject to the Holder's rights under SECTION 4.8(E).

                  In case of any such event, the successor or acquiring Person
(if other than the Company) shall expressly assume the due and punctual
observance and performance of each and every covenant and condition of this
Warrant to be performed and observed by the Company and all the obligations and
liabilities hereunder, subject to such modifications as the Holder may approve
in writing (and memorialized by resolutions of the Board of Directors of the
Company) in order to provide for adjustments of any shares of common stock of
such successor or acquiring Person for which this Warrant thus becomes
exercisable, which modifications shall be as equivalent as practicable to the
adjustments provided for in this SECTION 4.5. For purposes of this SECTION 4,
"common stock of the successor or acquiring Person" shall include stock or other
equity securities, or securities that are exercisable or exchangeable for or
convertible into equity securities, of such corporation, or other securities if
such Person is not a corporation, of any class that is not preferred as to
dividends or assets over any other class of stock of such corporation or Person
and that is not subject to redemption and shall also include any evidences of
indebtedness, shares of stock or other securities that are convertible into or
exchangeable for any such stock, either immediately or upon the arrival of a
specified date or the happening of a specified event and any warrants or other
rights to subscribe for or purchase any such stock. The foregoing provisions of
this SECTION 4.5 shall similarly apply to successive reorganizations,
reclassifications, consolidations, mergers, sales, transfers and other
dispositions of assets.


<PAGE>


                  4.6 DISSOLUTION, TOTAL LIQUIDATION OR WINDING-UP. If at any
time there is a voluntary or involuntary dissolution, total liquidation or
winding-up of the Company, other than as contemplated by SECTION 4.5, then the
Company shall cause to be mailed (by registered or certified mail, return
receipt requested, postage prepaid) to the Holder at the Holder's address as
shown on the Warrant register, at the earliest practicable time (and, in any
event, not less than thirty (30) calendar days before any date set for
definitive action) written notice of the date on which such dissolution,
liquidation or winding-up shall take place, as the case may be. Such notice
shall also specify the date as of which the record holders of shares of Common
Stock shall be entitled to exchange their shares for securities, money or other
property deliverable upon such dissolution, liquidation or winding-up, as the
case may be. On such date, the Holder shall be entitled to receive upon
surrender of this Warrant the cash or other property, LESS the Warrant Purchase
Price for this Warrant then in effect, that the Holder would have been entitled
to receive had this Warrant been exercised immediately prior to such
dissolution, liquidation or winding-up. Upon receipt of the cash or other
property, any and all rights of the Holder to exercise this Warrant shall
terminate in their entirety. If the cash or other property distributable in the
dissolution, liquidation or winding-up has a fair market value which is less
than the Warrant Purchase Price for this Warrant then in effect, this Warrant
shall terminate and be of no further force or effect upon the dissolution,
liquidation or winding-up.

                  4.7 OTHER DILUTIVE EVENTS. If any event occurs as to which the
other provisions of this SECTION 4 are not strictly applicable but as to which
the failure to make any adjustment would not protect the purchase rights
represented by this Warrant in accordance with the intent and principles hereof,
then, in each such case, the Holder may appoint on behalf of the Company an
investment banking or accounting firm of recognized national standing which
shall give its opinion as to the adjustment, if any, on a basis consistent with
the intent and principles established herein, necessary to preserve the purchase
rights represented by this Warrant. Upon receipt of such opinion, the Company
will mail (by registered or certified mail, return receipt requested, postage
prepaid) a copy thereof to the Holder within three (3) Business Days and shall
make the adjustments described therein. If an adjustment is made pursuant to
this SECTION 4.7, the fees and expenses of such investment banking or accounting
firm shall be borne by the Company. If, however, no adjustment is made, the
Holder shall bear such fees and expenses.

                  4.8 OTHER PROVISIONS APPLICABLE TO ADJUSTMENTS UNDER THIS
SECTION. The following provisions shall be applicable to the adjustments
provided for pursuant to this SECTION 4:

                           (a) WHEN ADJUSTMENTS TO BE MADE. The adjustments
required by this SECTION 4 shall be made whenever and as often as any specified
event requiring such an adjustment shall occur. For the purpose of any such
adjustment, any specified event shall be deemed to have occurred at the close of
business on the date of its occurrence.


<PAGE>


                           (b) RECORD DATE. If the Company fixes a record date
of the holders of Common Stock for the purpose of entitling them to (i) receive
a dividend or other distribution payable in shares of Common Stock or in shares
of any other class or series of capital stock or securities convertible into or
exchangeable for Common Stock or shares of any other class or series of capital
stock or (ii) subscribe for or purchase shares of Common Stock or such other
shares or securities, then all references in this SECTION 4 to the date of the
issuance or sale of such shares of Common Stock or such other shares or
securities shall be deemed to be references to that record date.

                           (c) WHEN ADJUSTMENT NOT REQUIRED. If the Company
fixes a record date of the holders of its Common Stock for the purpose of
entitling them to receive a dividend or distribution or subscription or purchase
rights to which the provisions of SECTION 4.1 would apply, but shall, thereafter
and before the distribution to stockholders, legally abandon its plan to pay or
deliver such dividend, distribution, subscription or purchase rights, then
thereafter no adjustment shall be required by reason of the taking of such
record and any such adjustment previously made in respect thereof shall be
rescinded and annulled.

                           (d) NOTICE OF ADJUSTMENTS. Whenever the number of
shares of Common Stock for which this Warrant is exercisable or the Warrant
Purchase Price shall be adjusted or recalculated pursuant to this SECTION 4, the
Company shall, as soon as practicable but in no event more than five (5)
Business Days thereafter, prepare a certificate to be executed by the chief
financial officer of the Company setting forth, in reasonable detail, the event
requiring the adjustment or recalculation and the method by which such
adjustment or recalculation was calculated, specifying the number of shares of
Common Stock for which this Warrant is exercisable and (if such adjustment was
made pursuant to SECTION 4.5) describing the number and kind of any other shares
of stock or Other Property for which this Warrant is exercisable, and any
related change in the Warrant Purchase Price, after giving effect to such
adjustment, recalculation or change. The Company shall mail to the Holder (by
registered or certified mail, return receipt requested, postage prepaid) a
signed copy of such certificate prior to the end of the five (5) Business Day
period referenced above. The Company shall keep at the Designated Office copies
of all such certificates and cause them to be available for inspection at the
Designated Office during normal business hours by the Holder or any prospective
transferee of this Warrant designated by the Holder.

                           (e) CHALLENGE TO GOOD FAITH DETERMINATION. Whenever
the Board of Directors of the Company is required to make a determination in
good faith of the fair market value of this Warrant or the Warrant Shares under
this SECTION 4, such determination may be challenged or disputed by the Holder.
If the Holder wishes to challenge or dispute any such fair market value
determination, it shall furnish written notice to the Company of its intention
to


<PAGE>


challenge the same. If the Company and the Holder cannot resolve the dispute
between or among themselves, then such dispute shall be submitted for final
determination to an investment banking or accounting firm pursuant to the
valuation procedures set forth in clause (ii) under the definition of Fair
Market Value. The Company shall bear all fees, costs and expenses incurred by
the Company and the Holder in connection with the determination of the Fair
Market Value of this Warrant or the Warrant Shares, and any challenge or dispute
thereof, including, without limitation, all fees and expenses of any investment
banking, valuation or accounting firm(s) engaged by the Company or the Holder
and of attorneys in connection with such calculation; PROVIDED, HOWEVER, that
the Holder shall bear all such fees, costs and expenses if, after the Holder
challenges or disputes any fair market value determination by the Board of
Directors of the Company, the difference between (a) the fair market value
determined pursuant to the valuation procedures set forth in clause (ii) under
the definition of Fair Market Value and (b) the fair market value determined by
the Holder, is less than five percent (5.0%) of the fair market value determined
by the Board of Directors of the Company.

                           (f) INDEPENDENT APPLICATION. Except as otherwise
provided herein, all subsections of this SECTION 4 are intended to operate
independently of one another (but without duplication). If an event occurs that
requires the application of more than one subsection, all applicable subsections
shall be given independent effect without duplication.

                           (g) OTHER ANTI-DILUTION PROVISIONS. To the extent
that the initial Holder holds this Warrant and more than fifteen percent (15.0%)
of the total number of Warrant Shares issuable upon exercise of this Warrant
remain unexercised, at any time that the Company takes any action which would
have resulted in an adjustment to the Warrant Purchase Price of, and the number
of shares of Common Stock issuable pursuant to, this Warrant (a "DILUTIVE
ISSUANCE"), then, to the extent that the initial Holder has exercised any
portion of this Warrant prior to such time, the Company shall immediately issue
to the initial Holder upon such Dilutive Issuance, without the payment of any
further consideration of any kind, such number of additional shares of Common
Stock as shall equal the difference between (i) the number of shares of Common
Stock issuable upon the exercise of this Warrant to the extent held unexercised
by the initial Holder at such time after giving effect to the adjustment thereto
resulting from such Dilutive Issuance and (ii) the number of shares of Common
Stock which would have been issuable upon exercise of this Warrant after giving
effect to such Dilutive Issuance if this Warrant had not been exercised in any
part.

                  4.9 FIDUCIARY DUTIES OF COMPANY. The Company and its directors
shall owe the Holder the same fiduciary duties that the Company and its
directors would owe to the Warrant Shares underlying the Warrant.

         5.       MISCELLANEOUS.


<PAGE>


                  5.1 RESTRICTIVE LEGEND. This Warrant and, unless registered
under the Securities Act, any Warrant Shares issued upon exercise hereof shall
be stamped or imprinted with a legend in substantially the following form (in
addition to any legends required under applicable state securities laws):

                  THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF
                  HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
                  AMENDED, OR REGISTERED OR QUALIFIED UNDER ANY APPLICABLE STATE
                  SECURITIES LAWS, AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED,
                  HYPOTHECATED OR OTHERWISE ASSIGNED EXCEPT IN COMPLIANCE WITH
                  THE REGISTRATION REQUIREMENTS OF SUCH ACT AND THE REGISTRATION
                  OR QUALIFICATION REQUIREMENTS OF SUCH STATE SECURITIES LAWS OR
                  PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION AND
                  QUALIFICATION.

                  The legend shall be appropriately modified upon issuance of
certificates for shares of Common Stock.

                  Upon request of the holder of a Common Stock certificate, the
Company shall issue to that holder a new certificate free of the foregoing
legend, if, with such request, such holder provides the Company with an opinion
of counsel that is reasonably acceptable to the Company (PROVIDED that Riordan &
McKinzie, A Professional Law Corporation, shall be deemed to be acceptable to
the Company) to the effect that the securities evidenced by such certificate may
be sold without restriction under Rule 144 (or any other rule permitting resales
of securities without restriction) promulgated under the Securities Act.

                  5.2 HOLDER ENTITLED TO BENEFITS UNDER OTHER AGREEMENTS. The
Holder of this Warrant is entitled to certain rights, benefits and privileges
with respect to this Warrant and the Warrant Shares pursuant to the terms of the
Securities Purchase Agreement, the Registration Rights Agreement (it being
understood that the Warrant Shares constitute "Registrable Securities"
thereunder), the Investor Rights Agreement and certain other Investment
Documents.

                  5.3 OTHER COVENANTS. Without limiting the generality of
SECTION 5.2, the Company covenants and agrees that, as long as this Warrant
remains outstanding or any Warrant Shares are issuable with respect to this
Warrant, the Company will perform all of the following covenants for the express
benefit of the Holder: (a) the Warrant Shares shall, upon issuance against
payment therefor, be duly authorized, validly issued, fully paid and
non-assessable shares


<PAGE>


of Common Stock; (b) the Holder shall, upon the exercise thereof in accordance
with the terms hereof, receive good and marketable title to the Warrant Shares,
free and clear of all voting and other trust arrangements to which the Company
is a party or by which it is bound, preemptive rights of any stockholder, liens,
encumbrances, equities and claims whatsoever, including, but not limited to, all
Taxes, Liens and other charges with respect to the issuance thereof; (c) at all
times prior to the Expiration Date, the Company shall have reserved for issuance
a sufficient number of authorized but unissued shares of Common Stock, or other
securities or property for which this Warrant may then be exercisable, to permit
this Warrant (or if this Warrant has been divided, all outstanding Warrants) to
be exercised in full; (d) the Company shall deliver to the Purchaser the
information and reports described in SECTION 9.3 of the Securities Purchase
Agreement as contemplated therein; (e) the Company shall extend to the Purchaser
the investment monitoring and other rights set forth in the Investor Rights
Agreement; and (f) the Company shall provide the Holder with notice of all
corporate actions in the same manner and to the same extent as the shareholders
of the Company.

                  5.4 ISSUE TAX. The issuance of shares of Common Stock upon the
exercise of this Warrant shall be made without charge to the Holder for any
issue tax in respect thereof.

                  5.5 CLOSING OF BOOKS. The Company will at no time close its
transfer books against the transfer of this Warrant or of any Warrant Shares in
any manner which interferes with the timely exercise hereof.


<PAGE>


                  5.6 NO VOTING RIGHTS; LIMITATION OF LIABILITY. Except as
expressly set forth in this Warrant, nothing contained in this Warrant shall be
construed as conferring upon the Holder (a) the right to vote or consent as a
stockholder in respect of meetings of stockholders for the election of directors
of the Company or any other matter, (b) the right to receive dividends, except
as set forth in SECTION 4, or (c) any other rights as a stockholder of the
Company, except as set forth in SECTION 4 and in the Investor Rights Agreement.
No provisions hereof, in the absence of affirmative action by the Holder to
purchase shares of Common Stock, and no mere enumeration herein of the rights or
privileges of the Holder, shall give rise to any liability of the Holder for the
Warrant Purchase Price or as a shareholder of the Company, whether such
liability is asserted by the Company or by its creditors.

                  5.7 MODIFICATION AND WAIVER. This Warrant and any provision
hereof may be changed, waived, discharged or terminated only by an instrument in
writing signed by the party against which enforcement is sought.

                  5.8 NOTICES. All notices, requests, demands and other
communications which are required or may be given under this Warrant shall be in
writing and shall be deemed to have been duly given if transmitted by telecopier
with receipt acknowledged, or upon delivery, if delivered personally or by
recognized commercial courier with receipt acknowledged, or upon the expiration
of seventy-two (72) hours after mailing, if mailed by registered or certified
mail, return receipt requested, postage prepaid, addressed as follows:

                           (a)      If to the Holder, at:

                                    c/o Levine Leichtman Capital Partners, Inc.
                                    335 North Maple Drive, Suite 240
                                    Beverly Hills, CA 90210
                                    Attention:  Arthur E. Levine, President
                                    Telephone:  (310) 275-5335
                                    Facsimile:  (310) 275-1441

                                    WITH A COPY TO:

                                    Riordan & McKinzie
                                    300 South Grand Avenue, Suite 2900
                                    Los Angeles, CA  90071
                                    Attention:  Mitchell S. Cohen, Esq.
                                    Telephone:  (213) 629-4824
                                    Telecopier: (213) 629-8550

                           (b)      If to any other Holder, at:


<PAGE>


                                    such Holder's address as shown on the books
                                    of the Company.

                           (c)      If to the Company, at:

                                    InterDent, Inc.
                                    222 North Sepulveda Blvd., Suite 740
                                    El Segundo, CA  90245-4340
                                    Attention:  Michael T. Fiore
                                    Telephone:  (310) 765-2400
                                    Telecopier: (310) 640-9897

                                    WITH A COPY TO:

                                    Morrison & Foerster LLP
                                    19900 MacArthur Blvd., 12th Floor
                                    Irvine, CA  92612
                                    Attention:  Richard Babcock, Esq.
                                    Telephone:  (949) 251-7500
                                    Telecopier: (949) 251-0900

or at such other address or addresses as the Holder or the Company, as the case
may be, may specify by written notice given in accordance with this SECTION 5.8.

                  5.9 SUCCESSORS AND ASSIGNS. The Company may not assign any of
its rights, or delegate any of its obligations, under this Warrant without the
prior written consent of the Holder (which consent may be withheld for any
reason or no reason at all). Subject to the requirements of Applicable Laws, the
Holder may assign this Warrant or delegate its obligations, in whole or in part,
at any time or from time to time, without the consent of the Company; PROVIDED,
HOWEVER, that the Holder may not assign its rights or delegate its obligations
under the Warrant to any Person who is engaged in any business that is
competitive with the business of the Company and its subsidiaries. Each
assignment of this Warrant shall be registered on the books of the Company to be
maintained for such purpose upon surrender of this Warrant at the Designated
Office, together with appropriate instruments of assignment, duly completed and
executed. Upon such surrender, the Company shall, within ten (10) Business Days
of surrender, at its own expense, execute and deliver a new Warrant or Warrants
in the name of the assignee or assignees specified in such assignment and in the
denominations specified therein and this Warrant shall promptly be canceled. If
any portion of this Warrant is not being assigned, the Company shall, at its own
expense, within ten (10) Business Days issue to the Holder a new Warrant
evidencing the portion not so assigned. If the Holder assigns this Warrant to
one or


<PAGE>


more Persons, any decisions that the Holder is entitled to make at any time
hereunder shall be made by the Holders holding more than fifty percent (50.0%)
of the aggregate number of Warrant Shares issuable upon exercise of all of the
then exercisable Warrants. The Company may require the Holder, as a condition to
the execution and delivery of any new Warrant in connection with an assignment
of this Warrant, to represent and warrant to the Company, and deliver an opinion
of legal counsel reasonably acceptable to the Company, that such assignment
complies with applicable federal or state securities laws and to deliver an
opinion of its legal counsel to such effect.

                  This Warrant shall be binding upon and inure to the benefit of
the Company, the Holder and their respective successors and permitted assigns,
and shall include, with respect to the Company, any Person succeeding the
Company by merger, consolidation, combination or acquisition of all or
substantially all of the Company's assets, and in such case, except as expressly
provided herein and in the Securities Purchase Agreement, all of the obligations
of the Company hereunder shall survive such merger, consolidation, combination
or acquisition.

                  5.10 CAPTIONS; CONSTRUCTION AND INTERPRETATION. The captions
in this Warrant are for convenience of reference only, do not constitute a part
of this Agreement and are not to be considered in construing or interpreting
this Warrant. All section, preamble, recital, exhibit, schedule, disclosure
schedule, annex, clause and party references are to this Warrant unless
otherwise stated. No party, nor its counsel, shall be deemed the drafter of this
Warrant for purposes of construing the provisions of this Warrant, and all
provisions of this Warrant shall be construed in accordance with their fair
meaning, and not strictly for or against any party.

                  5.11 LOST WARRANT OR CERTIFICATES. Upon receipt of evidence
reasonably satisfactory to the Company of the loss, theft, destruction or
mutilation of this Warrant or of a stock certificate evidencing Warrant Shares
and, in the case of any such loss, theft or destruction, upon receipt of an
indemnity reasonably satisfactory to the Company or, in the case of any such
mutilation, upon surrender and cancellation of this Warrant or stock
certificate, the Company shall make and deliver to the Holder, within ten (10)
Business Days of receipt by the Company of such documentation, a new Warrant or
stock certificate, of like tenor, in lieu of the lost, stolen, destroyed or
mutilated Warrant or stock certificate.

                  5.12 NO IMPAIRMENT. The Company shall not by any action,
including, without limitation, amending its charter documents or regulations or
through any reorganization, reclassification, transfer of assets, consolidation,
merger, dissolution, issue or sale of securities or any other voluntary action,
avoid or seek to avoid the observance or performance of any of the terms of this
Warrant, but will at all times in good faith assist in the carrying out of all
such terms and in the taking of all such actions as may be necessary or
appropriate to protect the rights of the Holder against impairment. Without
limiting the generality of the foregoing, the Company


<PAGE>


will (i) not increase the par value (if any) of any shares of Common Stock
receivable upon the exercise of this Warrant above the amount payable therefor
upon such exercise immediately prior to such increase in par value, (ii) take
all such action as may be necessary or appropriate in order that the Company may
validly and legally issue fully paid and nonassessable shares of Common Stock
upon the exercise of this Warrant, free and clear of all liens, encumbrances,
equities and claims, and (iii) use its best efforts to obtain all such
authorizations, exemptions or consents from any public regulatory body having
jurisdiction thereof as may be necessary to enable the Company to perform its
obligations under this Warrant. The Company shall not be required to register
the Warrant Shares under the Securities Act except pursuant to the provisions of
the Registration Rights Agreement.

                  5.13 GOVERNING LAW. IN ALL RESPECTS, INCLUDING ALL MATTERS OF
CONSTRUCTION, VALIDITY AND PERFORMANCE, THIS WARRANT SHALL BE GOVERNED BY, AND
CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF
CALIFORNIA APPLICABLE TO CONTRACTS MADE AND PERFORMED IN THAT STATE (WITHOUT
REGARD TO THE CHOICE OF LAW OR CONFLICTS OF LAW PROVISIONS THEREOF) AND ANY
APPLICABLE LAWS OF THE UNITED STATES OF AMERICA.

                  5.14 REMEDIES. If the Company fails to perform, comply with or
observe any covenant or agreement to be performed, complied with or observed by
it under this Warrant, the Holder may proceed to protect and enforce its rights
by suit in equity or action at law, whether for specific performance of any term
contained in this Warrant or for an injunction against the breach of any such
term or in aid of the exercise of any power granted in this Warrant or to
enforce any other legal or equitable right, or to take any one or more of such
actions. The Company hereby agrees that the Holder shall not be required or
otherwise obligated to, and hereby waives any right to demand that the Holder,
post any performance or other bond in connection with the enforcement of its
rights and remedies hereunder. The Company agrees to pay all reasonable fees,
costs, and expenses, including, without limitation, fees and expenses of
attorneys, accountants and other experts retained by the Holder, and all fees,
costs and expenses of appeals, incurred or expended by the Holder in connection
with the enforcement of this Warrant or the collection of any sums due
hereunder, whether or not a suit is commenced. None of the rights, powers or
remedies conferred under this Warrant shall be mutually exclusive, and each
right, power or remedy shall be cumulative and in addition to any other right,
power or remedy whether conferred by this Warrant or now or hereafter available
at law, in equity, by statute or otherwise.




                     [REST OF PAGE INTENTIONALLY LEFT BLANK]


<PAGE>


                  5.15 WAIVER OF JURY TRIAL. THE COMPANY AND THE HOLDER (BY
ACCEPTANCE HEREOF) HEREBY WAIVE THE RIGHT TO A TRIAL BY JURY IN ANY ACTION, SUIT
OR OTHER PROCEEDING ARISING OUT OF, CONNECTED WITH OR RELATED TO THIS WARRANT OR
ANY OTHER INVESTMENT DOCUMENT, OR ANY CLAIM, CONTROVERSY OR DISPUTE ARISING OUT
OF OR RELATED TO THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, REGARDLESS OF
WHICH PARTY INITIATES SUCH ACTION OR ACTIONS.


         IN WITNESS WHEREOF, the Company has caused this Warrant to be executed
and issued by its duly authorized representatives on the date first above
written.

                                   INTERDENT, INC., a Delaware corporation



                                   By:
                                      ------------------------------------------
                                         Michael T. Fiore
                                         Co-Chairman and Chief Executive Officer


<PAGE>


                                 INTERDENT, INC.

                          FORM OF EXERCISE SUBSCRIPTION

                (To be signed only upon exercise of this Warrant)

         The undersigned hereby irrevocably elects to exercise its Warrant to
purchase __________________________________________________ (_______) shares of
Common Stock for an aggregate Warrant Purchase Price
of_________________________________ Dollars ($______).

         [If the Holder has determined upon advice of counsel that compliance
with the HSR Act is required, include the following sentences: "The undersigned
has determined that this exercise is subject to the HSR Act and requests that
the Company file the requisite notification and report form with, and pay all
requisite filing fees to, the FTC and the DOJ as promptly as possible. The
purchase of the shares described above and the payment of the Warrant Purchase
Price are subject to the expiration or earlier termination of the waiting period
under the HSR Act."]

         The Warrant Purchase Price to be paid as follows (check as applicable):

             ___ Certified, cashier's or company check in the amount of $______;
             ___ Wire transfer in the amount of $_________;
             ___ Cancellation of _________________________ Warrant Shares; or
             ___ Surrender of __________________ shares of Common Stock.

         The undersigned hereby requests that [if the Holder has determined upon
advice of counsel that compliance with the HSR Act is required, include the
following phrase: "upon the expiration or earlier termination of the waiting
period under the HSR Act"] a certificate(s) for the shares of Common Stock be
issued in the name of _________________________, and delivered to,
____________________, whose address is __________________________________.

         The undersigned hereby represents that it is acquiring such shares of
Common Stock for its own account for investment purposes only and not with a
view to or for sale in connection with any distribution thereof.

Dated: _______________      ____________________________________________________
                            Name of the Holder (must conform precisely to the
                            name specified on the face of the Warrant)


                            ____________________________________________________
                            Signature of authorized representative of the Holder


                            ____________________________________________________
                            Print or type name of authorized representative


                            Social Security Number or Employer
                            Tax Identification Number of the Holder: ___________


                            Address of the Holder: _____________________________

                                                   _____________________________

                                                   _____________________________