Marc J. Winthrop - State Bar No. 63218
Robert E. Opera - State Bar No. 101182
Sean A. OKeefe - State Bar No. 122417
WINTHROP COUCHOT
PROFESSIONAL CORPORATION
660 Newport Center Drive, Ste. 400
Newport Beach, CA 92660
Telephone (949) 720-4100
Facsimile (949) 720-4111

Attorneys for InterDent, Inc.,
a Delaware Corporation and
InterDent Service Corporation, Inc.,
a Washington Corporation, Debtors-in-Possession


                         UNITED STATES BANKRUPTCY COURT

                         CENTRAL DISTRICT OF CALIFORNIA

                               SANTA ANA DIVISION


In re                                                 Bk. No. SA 03-13593 JR;
                                                      SA 03-13594 JR

INTERDENT, INC., a Delaware Corporation; INTERDENT    In a Case Under Chapter
SERVICE CORPORATION, a Washington Corporation,        11 of the Bankruptcy Code
                                                      (11 U.S.C.ss. 101 et seq.)
          Debtors and
          Debtors-in-Possession.

       DEBTORS' SECOND AMENDED JOINT CHAPTER 11 PLAN OF
                       REORGANIZATION
                  [As Modified on July 22, 2003]

                Plan Confirmation Hearing

                Date:             September 3, 2003
                Time:             1:30 p.m.
                Courtroom:        5A

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                                TABLE OF CONTENTS

                                                                                                               PAGE
<S>      <C>                                                                                                <C>
I.       INTRODUCTION      ...............................................................................        1

II.      DEFINITIONS AND RULES OF INTERPRETATION..........................................................        2
         2.1      Definitions.............................................................................        2
         2.2      Rules of Construction...................................................................       28
         2.3      Plan Documentary Supplement.............................................................       29
         2.4      Exhibits ...............................................................................       29

III.     JOINT PLAN; NO SUBSTANTIVE CONSOLIDATION.........................................................       29

IV.      UNCLASSIFIED CLAIMS..............................................................................       29
         4.1      Administrative Claims...................................................................       30
         4.2      Priority Tax Claims.....................................................................       31

V.       CLASSIFICATION OF CLAIMS AND INTERESTS...........................................................       32
         5.1      General Overview........................................................................       32

VI.      PROVISIONS FOR THE TREATMENT OF CLAIMS AND INTERESTS.............................................       34
         6.1      Class 1.................................................................................       34
         6.2      Class 2.1 through 2.18..................................................................       42
         6.3      Class 3 -- Allowed Priority Claims......................................................       43
         6.4      Allowed Unsecured Claims Not Classified in Class 5 or 6.................................       44
         6.5      Class 5 -- Senior Subordinated Note Claims..............................................       45
         6.6      Class 6 -- Convertible Subordinated Note Claims.........................................       45
         6.7      Class 7 -- Existing Preferred Stock.....................................................       45
         6.8      Class 8 -- Existing InterDent Common Stock..............................................       46
         6.9      Class 9 -- ISC Common Stock.............................................................       46

VII.     ACCEPTANCE OR REJECTION OF THE PLAN..............................................................       46
         7.1      Introduction............................................................................       46
         7.2      Who May Object to Confirmation of the Plan..............................................       47
         7.3      Who May Vote to Accept/Reject the Plan..................................................       47

VIII.    MEANS FOR IMPLEMENTING THE PLAN..................................................................       49
         8.1      Introduction............................................................................       49
         8.2      The Reorganized Debtors.................................................................       49
         8.3      Issuance of New InterDent Securities and Options under
                  Management Incentive Plan...............................................................       49
         8.4      Amended and Restated Articles or Certificate of Incorporation or
                  Charter and Bylaws......................................................................       49
         8.5      Management/Board of Directors...........................................................       50
         8.6      Corporate Actions.......................................................................       51
         8.7      Revesting in, and Transfers to, Debtors of Assets.......................................       52
         8.8      Cancellation of Existing Securities and Agreements......................................       53
         8.9      Issuance of New Preferred Stock.........................................................       53
         8.10     Issuance of New Common Stock/Transfer Restriction/Forced Sale...........................       53
         8.11     Issuance of New Warrants and Class 6 Warrants...........................................       55
         8.12     Exit Facility...........................................................................       55
         8.13     New Shareholders' Agreement.............................................................       57

IX.      DISTRIBUTIONS     ...............................................................................       57
         9.1      Distribution Agent......................................................................       57
         9.2      Distributions...........................................................................       58
         9.3      Old Instruments and Securities..........................................................       58
         9.4      De Minimis Distributions and Fractional Shares..........................................       59
         9.5      Delivery of Distributions...............................................................       60
         9.6      Undeliverable Distributions.............................................................       60
         9.7      Disposition of Unclaimed Property.......................................................       60

X.       OBJECTION TO CLAIMS AND DISPUTED CLAIMS..........................................................       61
         10.1     Objections to Claims....................................................................       61
         10.2     Treatment of Disputed Claims............................................................       61

XI.      EXECUTORY CONTRACTS AND UNEXPIRED LEASES.........................................................       63
         11.1     Executory Contracts Being Assumed.......................................................       63
         11.2     Executory Contracts Being Rejected......................................................       65
         11.3     Retention of Property Rights by Reorganized Debtors.....................................       65
         11.4     Bar Date for Rejection Damages..........................................................       65
         11.5     Cure Statements.........................................................................       65
         11.6     Changes in Rates Subject to Regulatory Commission Approval..............................       66

XII.     EFFECT OF CONFIRMATION OF PLAN...................................................................       66
         12.1     Discharge...............................................................................       66
         12.2     Injunction..............................................................................       67

XIII.    LIMITATION OF LIABILITY AND RELEASES.............................................................       68
         13.1     No Liability for Solicitation or Participation..........................................       68
         13.2     Limitation of Liability.................................................................       68
         13.3     Release by Debtors and Related Parties..................................................       69

XIV.     CONDITIONS TO CONFIRMATION AND EFFECTIVENESS.....................................................       70
         14.1     Conditions Precedent to Plan Confirmation...............................................       70
         14.2     Conditions Precedent to Plan Effectiveness..............................................       70
         14.3     Waiver of Conditions....................................................................       71

XV       RETENTION OF JURISDICTION........................................................................       71
         15.1     Retention of Jurisdiction...............................................................       71

XVI.     MODIFICATION OR WITHDRAWAL OF PLAN...............................................................       73
         16.1     Modification of Plan....................................................................       73
         16.2     Termination Events......................................................................       73
         16.3     Nonconsensual Confirmation..............................................................       73

XVII.    MISCELLANEOUS     ...............................................................................       74
         17.1     Payment of Statutory Fees...............................................................       74
         17.2     Plan Sponsorship........................................................................       74
         17.3     Committee...............................................................................       74
         17.4     Payment Dates...........................................................................       75
         17.5     Headings ...............................................................................       75
         17.6     Other Documents and Actions.............................................................       75
         17.7     Notices  ...............................................................................       75
         17.8     Governing Law...........................................................................       77
         17.9     Binding Effect..........................................................................       77
         17.10    Successors and Assigns..................................................................       77
         17.11    Severability of Plan Provisions.........................................................       77
         17.12    No Waiver...............................................................................       78
         17.13    Exemption from Securities Laws..........................................................       78
         17.14    Inconsistencies.........................................................................       78
         17.15    Exemption from Certain Transfer Taxes and Recording Fees................................       78
         17.16    Post-Confirmation Status Report.........................................................       78
         17.17    Post-Confirmation Conversion/Dismissal..................................................       79
         17.18    Final Decree............................................................................       79
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                                      I.

                                  INTRODUCTION

         InterDent, Inc., a Delaware corporation ("InterDent"), and InterDent
Service Corporation, Inc., a Washington Corporation ("ISC") (collectively the
"Debtors") filed voluntary petitions under Chapter 11 of the United States
Bankruptcy Code (the "Bankruptcy Code") on May 9, 2003.1 Since this date both
corporations have continued to operate their businesses in the ordinary course
as debtors-in-possession. On May 9, 2003, the United States Bankruptcy Court
(the "Bankruptcy Court") entered an order authorizing the joint administration
of the Debtors' Chapter 11 cases.

         The document that you are reading is the Debtors' Second Amended Joint
Chapter 11 Plan of Reorganization [as Modified on July 22, 2003] (the "Plan").
The Plan provides for the preservation of the Debtors' businesses through a
comprehensive reorganization and debt recapitalization. Under the Plan, the
Claims of Creditors will be paid, either in full or in part, from the proceeds
of the continued operations of the Debtors or through issuance of equity
interests in Reorganized InterDent, and will otherwise be discharged.

         Sent to you in the same envelope as this document is the Debtors'
Second Amended Disclosure Statement Describing Second Amended Chapter 11 Plan
[as Modified on July 22, 2003] (the "Disclosure Statement"). The Disclosure
Statement has been approved by the Bankruptcy Court and it is being provided
along with the Plan in order to provide you with critical information about the
Debtors and to help you understand the Plan. The Disclosure Statement discusses
the Debtors history, businesses, properties, and results of operations and
contains a summary and discussion of this Plan. Holders of Claims and Interests
and parties to executory contracts and unexpired leases are encouraged to read
the Disclosure Statement. No solicitation materials, other than the Disclosure
Statement and related materials transmitted therewith and approved for
solicitation purposes by the Bankruptcy Court, have been authorized for use in
soliciting acceptances or rejections of this Plan.

         DDJCM and the LL Entities (each as defined below) are co-sponsors of
the Plan (the "Co-Sponsors"). This means that these Creditors have participated
in the development of the Plan, and they have agreed to perform certain
obligations in connection with the Plan, if the Plan is confirmed by the
Bankruptcy Court and certain other conditions are satisfied. The Co-Sponsors are
not liable for any obligations being incurred under the Plan by the Debtors or
for any other obligations of the Debtors or Reorganized Debtors.

                                  II.

                     DEFINITIONS AND RULES OF INTERPRETATION

         2.1 Definitions. The following defined terms are used in this document.
Any capitalized term that is not defined herein, but is defined in the
Bankruptcy Code or the Bankruptcy Rules shall the have the meaning ascribed to
that term in the Bankruptcy Code or Bankruptcy Rules.

                  Administrative Claim. Any Claim for any cost or expense of
administration of the Cases allowable under section 330, 331, 503(b), or
507(a)(1) of the Bankruptcy Code, including, without limitation, any actual and
necessary post-petition expenses of preserving the Estates of the Debtors, any
actual and necessary post-petition expenses of operating the business of the
Debtors-in-Possession, all compensation or reimbursement of expenses to the
extent allowed by the Bankruptcy Court under section 330, 331, or 503 of the
Bankruptcy Code and any fees or charges assessed against the Estates of the
Debtors under section 1930 of title 28 of the United States Code.

                  Administrative Claims Bar Date. The last date or dates fixed
by the Plan or the Bankruptcy Court for filing proofs or requests for payment of
certain Administrative Claims pursuant to Section 4.1.2.B. of the Plan, Rule
3003(c)(3) of the Bankruptcy Rules, or any order of the Bankruptcy Court.

                  Affiliate. As to any Person, any other Person that directly or
indirectly owns or controls, is owned or controlled by, or is under common
ownership or control with, such Person. The term "control" (including, with
correlative meanings, the terms "controlled by" and "under common control
with"), as applied to any Person, means the possession, direct or indirect, of
the power to direct or cause the direction of the management and policies of
such Person, whether through the ownership of voting securities or other
ownership interest, by contract or otherwise.

                  Allowed Amount shall mean:

                  with respect to any Administrative Claim (i) if the Claim is
         based upon a Fee Application, the amount of such Fee Application that
         has been approved by a Final Order of the Bankruptcy Court; (ii) if the
         Claim is based upon any indebtedness or obligation incurred in the
         ordinary course of business of the Debtors and is not otherwise subject
         to an Administrative Claim Bar Date, the amount of such Claim that has
         been agreed to by the Debtors and such Creditor, failing which, the
         amount thereof as fixed by a Final Order of the Bankruptcy Court; or
         (iii) if the Holder of such Claim was required to file and has filed
         proof thereof with the Bankruptcy Court prior to an Administrative
         Claim Bar Date, (1) the amount stated in such proof if no objection to
         such proof of claim is interposed within the applicable period of time
         fixed by the Bankruptcy Code, the Bankruptcy Rules or the Bankruptcy
         Court, or (2) the amount thereof as fixed by Final Order of the
         Bankruptcy Court if an objection to such proof was interposed within
         the applicable period of time fixed by the Bankruptcy Code, the
         Bankruptcy Rules or the Bankruptcy Court. The Allowed Amount of any
         Administrative Claim which is subject to an Administrative Claims Bar
         Date and not filed by the applicable Administrative Claims Bar Date
         shall be zero, and no distribution shall be made on account of any such
         Administrative Claim;

                  with respect to any Claim which is not an Administrative Claim
         or a Deficiency Claim (an "Other Claim"): (i) if the Holder of such
         Other Claim did not file proof thereof with the Bankruptcy Court on or
         before the Claims Bar Date, the amount of such Claim as listed in the
         Debtors' Schedules as neither disputed, contingent or unliquidated; or
         (ii) if the Holder of such Claim has filed proof thereof with the
         Bankruptcy Court on or before the Claims Bar Date, (a) the amount
         stated in such proof of claim if no objection to such proof of claim
         was interposed within the applicable period of time fixed by the
         Bankruptcy Code, the Bankruptcy Rules, the Plan or the Bankruptcy
         Court, or (b) the amount thereof as fixed by Final Order of the
         Bankruptcy Court if an objection to such proof of claim was interposed
         within the applicable period of time fixed by the Bankruptcy Code, the
         Bankruptcy Rules, the Plan or the Bankruptcy Court. The Allowed Amount
         of any Other Claim which is not Filed by the applicable Claims Bar
         Date, is not listed on the Debtors' Schedules, is listed as disputed,
         unliquidated, contingent or unknown or is not allowed under the terms
         of this Plan shall be zero, and no distribution shall be made on
         account of any such Claim;

                  with respect to any Deficiency Claim, the amount thereof as
         fixed by Final Order of the Bankruptcy Court. The Allowed Amount of any
         Deficiency Claim which is not filed by the Claims Bar Date shall be
         zero, and no distribution shall be made on account of any such
         Deficiency Claim; and

                  with respect to any Interest, (i) the amount provided by or
         established in the records of the Debtors at the Confirmation Date,
         provided, however, that a timely filed proof of Interest shall
         supersede any listing of such Interest on the records of the Debtors;
         or (ii) the amount stated in a proof of Interest Filed prior to the
         Confirmation Date if no objection to such Interest was filed prior to
         the Confirmation Date or such later date as the Bankruptcy Court
         allows; or (iii) the amount of such Interest as fixed by a Final Order
         of the Bankruptcy Court.

                  Allowed Claim or Allowed Class Claim. A Claim of the type
specified or in the Class specified that is also an Allowed Claim (i.e., an
Allowed Secured Claim is a Secured Claim that is also an Allowed Claim, and an
Allowed Class 6 Claim is a Claim classified in Class 6 that is an Allowed
Claim).

                  Allowed Claim. Except as otherwise provided in this Plan
(including with respect to those Classes for which the amount of the Allowed
Claims is specified by this Plan), a Claim to the extent (and only to the
extent) of the Allowed Amount of such Claim.

     Allowed  Interest.  Any Interest to the extent,  and only to the extent, of
the Allowed Amount of such Interest.


     Allowed  Secured  Capital  Lease  Claim.  The  Allowed  Secured  Claim of a
claimant  under a capital lease,  which Allowed  Secured Claim shall be equal to
the fair market value of the property subject to the capital lease.

                  Allowed. When used to describe a Claim or Claims, such Claim
or Claims, to the extent that it or they are an "Allowed Claim" or "Allowed
Claims." Amended and Restated Bylaws. With respect to each Reorganized Debtor,
the amended and restated bylaws for such Reorganized Debtor, which shall be
substantially in the forms attached to the Plan Documentary Supplement as an
Exhibit.

                  Amended and Restated Bylaws. With respect to each Reorganized
Debtor, the amended and restated bylaws for such Reorganized Debtor, which shall
be substantially in the forms attached to the Plan Documentary Supplement as an
Exhibit.

                  Amended and Restated Articles or Certificate of Incorporation.
Collectively, the Amended and Restated InterDent Certificate of Incorporation
and the Amended and Restated ISC Articles of Incorporation.

                  Amended and Restated InterDent Certificate of Incorporation.
The Amended and Restated Certificate of Incorporation of Reorganized InterDent,
which shall be substantially in the form included in the Plan Documentary
Supplement as an Exhibit.

                  Amended and Restated ISC Articles of Incorporation. The
Amended and Restated Articles of Incorporation of Reorganized ISC, which shall
be substantially in the form included in the Plan Documentary Supplement as an
Exhibit.

2.1.1 Amerident. Amerident Dental Corporation and its successors and assigns.

2.1.2 Amerident Litigation. The actions pending in California Superior Court,
Los Angeles County, bearing Case Nos. BC238706, BC237600, BC243664, and
BC260811, and all claims stated therein by Amerident Dental Corporation.

2.1.3  Assumed  Seller and Earn-Out  Obligations.  The  obligations  under those
executory  contracts  between  any of the  Debtors  and the  sellers  of  dental
practices  which are  described  in the  schedule  which is included in the Plan
Documentary Supplement as an Exhibit.

2.1.4 Bank Lenders.  JPMorgan Chase Bank and U.S. Bank National  Association (in
each case,  only so long as such entity is the Holder of a Senior  Secured Claim
and,  thereafter,  in the case of each,  the entity which succeeds to the right,
title and interest in and to the Senior  Secured  Claims of JPMorgan  Chase Bank
and U.S. Bank National  Association,  in each case to the extent applicable) and
the DDJCM  Entities,  in their  capacity  as holders of the DDJCM  Post-Petition
Senior Secured Claims.

2.1.5  Bankruptcy  Code. The Bankruptcy  Reform Act of 1978, as amended,  as set
forth in Title 11 of the United  States Code, 11 U.S.C.  ss.ss.  101 et seq., as
applicable to the Cases.

2.1.6 Bankruptcy Court. The United States Bankruptcy Court for the Central
District of California, having jurisdiction over the Cases and, to the extent of
any withdrawal of the reference made pursuant to section 157 of title 28 of the
United States Code, the United States District Court for the Central District of
California; or, in the event such courts cease to exercise jurisdiction over the
Cases, such court or unit thereof that exercises jurisdiction over the Cases in
lieu thereof.

2.1.7 Bankruptcy Rules. Collectively, as now in effect or
hereafter amended and as applicable to the Cases, (i) the Federal Rules of
Bankruptcy Procedure, and (ii) the Local Bankruptcy Rules and General Orders
applicable to cases pending before the Bankruptcy Court.

2.1.8 Base New Common Stock Amount. The sum of: (a) the number of shares of New
Common Stock issued as part of the Initial New Common Stock Issuance; plus (b)
the number of shares of New Common Stock issuable upon the conversion of all of
the New Preferred Stock.

2.1.9 Business Day. Any day, other than a Saturday, a Sunday or a "legal
holiday," as defined in Bankruptcy Rule 9006(a).

2.1.10  Business  Plan.  As defined in the New Credit  Agreement,  substantially
similar to the following:  Those certain financial  projects for the Debtors for
the three (3) years  following the Effective Date to be delivered to the Holders
of Class 1 Claims by October 31, 2003, containing information upon which certain
financial  covenants  applicable to the Restructured Senior Secured Claims under
the New Credit  Agreement will be based,  as set forth in Section  6.1.1.H.  and
6.1.1.J. of the Plan.

2.1.11 Cases. The Chapter 11 cases commenced by the Debtors on the
Petition Date and pending before the Bankruptcy Court.

2.1.12  Cash.  Currency of the United  States of America  and cash  equivalents,
including,  but not limited to, bank deposits,  immediately available or cleared
checks, drafts, wire transfers and other similar forms of payment.

2.1.13 Claim.  This term shall have the broadest  possible meaning under section
101(5) of the  Bankruptcy  Code, and shall include (a) any right to payment from
any  of  the  Debtors,  whether  or not  such  right  is  reduced  to  judgment,
liquidated,  unliquidated,  fixed,  contingent,  matured,  unmatured,  disputed,
undisputed,  legal,  equitable,  secured,  or unsecured,  or (b) any right to an
equitable  remedy for breach of performance if such breach gives rise to a right
of payment  from any of the  Debtors,  whether or not such right to an equitable
remedy is reduced to judgment, fixed, contingent,  matured, unmatured, disputed,
undisputed, secured, or unsecured.

2.1.14 Claims Bar Date. For any Claim other than an  Administrative  Claim, July
28, 2003, or such other  deadline for filing such Claim as has been  established
under any order of the Bankruptcy Court.

2.1.15 Claims Objection Deadline. The later of (i) the one hundred eightieth
(180th) day after the Effective Date; (ii) with respect to a specific Claim, the
one-hundred eightieth (180th) day after proof of such Claim is filed, or (iii)
such greater period of limitation as may be fixed or extended by the Bankruptcy
Court or by agreement between a Debtor or Reorganized Debtor and the Holder of
the Claim.

2.1.16 Class. Each group of Claims or Interests classified in Article V of the
Plan pursuant to sections 1122 and 1123 of the Bankruptcy Code.

2.1.17 Class 1.3  Anti-Dilution  Adjuster.  If and only if Class 4.1 rejects the
Plan and receives  more than three per cent (3%) of the Initial New Common Stock
Issuance under Section  6.4.1.B,  sixty per cent (60%) of the amount (if any) by
which (x) the number of shares of New Class C Common  Stock  issued to Class 4.1
under Section  6.4.1.B of the Plan exceeds (y) the number of shares of New Class
C Common Stock that would have been issued to Class 4.1 under Section 6.4.1.B if
Class 4.1 had  received  three per cent (3%) of the  Initial  New  Common  Stock
Issuance.  If Class 4.1 accepts the Plan, the Class 1.3  Anti-Dilution  Adjuster
shall be zero.

2.1.18 Class 1.3 Warrant  Agreement.  The  agreement in the form attached to the
Plan Documentary Supplement as an Exhibit which will govern the New Warrants.

2.1.19 Class 4.1 Distribution Amount. Nine hundred thousand dollars ($900,000)
minus the amount by which the fees and expenses incurred by the Committee and
its counsel in connection with the review, investigation, analysis, litigation
and resolution of Disputed Class 4.1 Claims, whether incurred before or after
the Effective Date, exceeds twenty-five thousand dollars ($25,000).

2.1.20 Class 6 Warrant Agreement. The agreement in the form attached to the Plan
Documentary Supplement as an Exhibit, which will govern the Class 6 Warrants.

2.1.21 Class 6 Warrants. The right of holders of Convertible Subordinated Notes
in Class 6 to purchase shares of New Class C Common Stock equal to three percent
(3%) of the sum of the (i) Initial New Common Stock Issuance, and (ii) the
shares of New Class C Common Stock to be issued pursuant to the Class 6
Warrants, within five (5) days following the Effective Date, as provided in
Section 6.6 of the Plan, if Class 6 accepts the Plan. The Class 6 Warrants shall
be issued pursuant to, and governed by, the Class 6 Warrant Agreement.

2.1.22 Committee. The Official Committee of Unsecured Creditors of the Debtors
appointed in the Cases pursuant to Section 1102 of the Bankruptcy Code.

2.1.23 Company  Liquidity.  As defined in (and calculated in accordance with the
terms of) the New Credit Agreement,  substantially similar to the following:  As
described on any specified date, fifty percent (50%) of the amount which remains
available for borrowing under the Exit Facility,  plus the Reorganized  Debtors'
available cash on hand (which amount shall be exclusive of any restricted cash).
By way of  illustration  only,  and not  limitation,  if there is $7  million of
availability under the Exit Facility, and the Reorganized Debtors have available
cash on hand (excluding any restricted cash) of $8 million, the aggregate amount
of the Company  Liquidity  would be $11.5 million  (consisting  of fifty percent
(50%) of the $7 million in Exit Facility  availability plus available cash of $8
million). Company Liquidity shall be subject to changes in working capital.

2.1.24 Confirmation Date. The date on which the Confirmation Order is entered in
the Bankruptcy Court's docket.

2.1.25  Confirmation Order. The order entered by the Bankruptcy Court confirming
the Plan in accordance with the provisions of Chapter 11 of the Bankruptcy Code,
which order shall be submitted  to the  Bankruptcy  Court in form and  substance
reasonably satisfactory to the Debtors, the Co-Sponsors and the Bank Lenders.

2.1.26 Convertible Subordinated Note Agreement.  Collectively:  (A) that certain
Securities  Purchase  Agreement  dated as of May 12,  1998,  by and among Gentle
Dental  Service  Corporation,  a Washington  Corporation  and the  Purchasers as
defined therein,  (B) any ancillary  agreements as to which any holder of any of
the  obligations  under  the  foregoing  Securities  Purchase  Agreement  or the
Convertible  Subordinated  Notes is a party or a beneficiary;  and (C) all other
agreements as to which any holder of any of the obligations  evidenced by any of
the foregoing is a party or a beneficiary and all other agreements,  guarantees,
instruments, documents, and certificates delivered in connection with any of the
foregoing,  all as any  document  described in any of clauses (A) - (C) may have
been amended,  restated,  supplemented,  or otherwise modified from time to time
prior to the Effective Date.

2.1.27 Convertible  Subordinated Note Holders. All claimants holding Convertible
Subordinated Notes.

2.1.28 Convertible Subordinated Notes. The 7% Convertible Subordinated Notes due
2006 issued pursuant to the Convertible Subordinated Note Agreement.

2.1.29 Creditor. Any Person who is the Holder of a Claim against any Debtor that
arose or accrued or is deemed to have arisen or accrued or to have matured, or
otherwise become due, owing, and payable on or before the Petition Date,
including, without limitation, Claims of the kind specified in sections 502(g),
502(h) or 502(i) of the Bankruptcy Code.

2.1.30 DDJCM. DDJ Capital Management, LLC.

2.1.31 DDJCM Initial Allowed Secured Claims. The Allowed Secured Claims of DDJCM
arising on account of the Senior Secured Claims of which any of the DDJCM
Entities was the Holder as of the Petition Date, and excludes any Allowed
Secured Claims arising on account of any Senior Secured Claims acquired by any
of the DDJCM Entities after the Petition Date, including, without limitation,
the DDJCM Post-Petition Senior Secured Claims. The DDJCM Initial Allowed Secured
Claims shall equal the sum of the amounts set forth in clauses (a) - (c) of the
first paragraph of Section 6.1.2 of the Plan.

2.1.32 DDJCM Post-Petition Senior Secured Claims. The Senior Secured Claims
acquired by any of the DDJCM Entities from Fleet Capital Corp. following the
Petition Date, the principal amount of which is $11,434,617, and any other
Senior Secured Claims acquired by any of the DDJCM Entities after the Petition
Date, all of which shall be treated in all respects as a Class 1.1 claim. The
Allowed Secured Claims arising on account of the DDJCM Post-Petition Senior
Secured Claims shall be as set forth in Section 6.1.1.A of the Plan.

2.1.33 DDJCM  Entities.  DDJCM and any  Affiliate  of DDJCM,  or fund or account
managed  by DDJCM or an  Affiliate  of DDJCM,  that is the  Holder of any Senior
Secured Claims.

2.1.34   Debtor(s).  Individually or collectively, InterDent and ISC.

2.1.35 Debtors-in-Possession. The Debtors when each is acting in the capacity of
representative of the Estates in the Cases.

2.1.36 DIP  Facility.  The  revolving  credit  facility  provided  under the DIP
Facility Agreement.

2.1.37 Deficiency Claim. Any Unsecured Claim representing the amount, if any, by
which the Allowed  Amount of a Secured Claim in any of Classes 2.1 through 2.18,
inclusive,  exceeds the value of the Claim  Holder's  interest  in the  property
owned or held by the Debtors which secures payment of the Claim.

2.1.38 DIP Facility Agreement. That certain "Post-Petition Loan and Security
Agreement" dated as of May 12, 2003, among the Debtors in Possession as
Borrowers, and DDJCM and an LL Entity as Lenders, providing for a $7.5 million
revolving credit facility, as same may be amended, modified, or supplemented
from time to time.

2.1.39   DIP Facility Claims.  Claims arising under the DIP Facility Agreement.

2.1.40 DIP Facility Order. The order finally approving and authorizing the
Debtors-in-Possession to enter into and perform the DIP Facility Agreement.

2.1.41 DIP Lenders. The lenders under the DIP Facility, consisting of DDJCM and
an LL Entity.

2.1.42 Disputed  Administrative  Claim. Any Administrative  Claim that is not an
Allowed Administrative Claim.

2.1.43 Disputed Claim.  All or any part of a Claim other than any Allowed Amount
thereof as to which any one of the following applies:  (i) no proof of claim has
been filed with respect to such Claim, and either (a) the Claim is not listed in
the  Schedules,  or (b) the Claim is listed in the  Schedules  as  unliquidated,
disputed, contingent, unknown or in a zero amount, (ii) the Claim is the subject
of a  timely  objection  or  request  for  estimation  in  accordance  with  the
Bankruptcy  Code, the Bankruptcy  Rules,  any applicable order of the Bankruptcy
Court, or the Plan, which is Filed on or before the Claims  Objection  Deadline,
which  objection or request for  estimation has not been withdrawn or determined
by a Final Order, or (iii) the Claim is otherwise  treated as a "Disputed Claim"
pursuant  to this  Plan.  In  addition,  prior to the  earlier of (i) the Claims
Objection Deadline,  and (ii) such date as the Bankruptcy Court allows the Claim
pursuant to a Final Order, any Claim whose Allowed Amount is not specified under
the Plan that is evidenced by a proof of claim shall be deemed a Disputed  Claim
for purposes of calculating and making any distributions under this Plan if: (a)
no Claim corresponding to the proof of claim is listed in the Schedules, (b) the
Claim  corresponding  to the  proof of  claim  is  listed  in the  Schedules  as
disputed, contingent, unliquidated, unknown, or in a zero amount, (c) the amount
of the  Claim as  specified  in the  proof of claim  exceeds  the  amount of any
corresponding Claim listed in the Schedules as not disputed, not contingent, and
liquidated,  but only to such extent,  or (d) the priority or  classification of
the Claim as  specified  in the proof of claim  differs from the priority of any
corresponding Claim listed in the Schedules.

2.1.44 Disputed Claim or Disputed Class Claim. A Claim of the type specified or
in the Class specified that is also a Disputed Claim (i.e., a Disputed Tax Claim
is a Tax Claim that is also a Disputed Claim, and a Disputed Class 6 Claim is a
Claim classified in Class 6 that is also a Disputed Claim).

2.1.45   Distribution Agent.  Reorganized InterDent.

2.1.46 Distribution Date. With respect to any Claim or Interest, the date on
which a distribution under the Plan is to be made. For purposes of making
distributions on the "next Distribution Date" with respect to Unclaimed Property
or Disputed Claims, the "next Distribution Date" shall be deemed to occur on the
one hundred eightieth (180th) day following (i) the date on which the Unclaimed
Property is claimed by its valid owner; or (ii) the date on which a Disputed
Claim becomes an Allowed Claim, in whole or in part.

2.1.47 EBITDA. As defined in the New Credit Agreement in accordance with GAAP.

2.1.48 Effective Date. A date to be agreed upon by the Debtors and the
Co-Sponsors and set forth in a notice Filed with the Bankruptcy Court as soon as
practicable after the conditions set forth in Sections 14.1 and 14.2 of the Plan
have been satisfied or waived as provided in the Plan, but in no event later
than sixty (60) days after the Confirmation Date; provided, however, that the
Co-Sponsors, with the consent of the Bank Lenders, may extend the deadline for
the Effective Date through and including 180 days after the Confirmation Date by
giving written notice of such election to the Debtors and the Committee.

2.1.49  Estates.  The  bankruptcy  estates of the  Debtors  created  pursuant to
section 541 of the Bankruptcy Code.

2.1.50 Excess Cash. As defined in (and  calculated in accordance  with the terms
of) the New Credit Agreement,  substantially similar to the following: EBITDA on
a consolidated  InterDent Group basis (adjusted for non-cash items) (x) less the
following: (i) capital expenditures;  (ii) cash interest; (iii) cash taxes; (iv)
principal payments made to the Holders of the Restructured Senior Secured Claims
(other  than the  principal  payments  made to the  Holders of the  Restructured
Senior Secured Claims under Sections 6.1.1.C. and 6.1.1.E. of the Plan); and (v)
payments  made  on  the  Assumed  Seller  and  Earn-Out  Obligations,   and  (y)
plus-or-minus  changes in working capital;  provided,  however, that any capital
expenditures and payments made on the Assumed Seller and Earn-Out Obligations in
excess  of the  following  amounts  shall be added  back to  available  cash for
purposes of determining "Excess Cash" and "Company Liquidity":

                  Capital Expenditures:
                  --------------------
                           $7.1 million during 2003;
                           $9.0 million during 2004;
                           $8.0 million during 2005; and
                           $8.4 million during 2006.
                  Payments under Assumed Seller and Earn-Out Obligations:
                  ------------------------------------------------------
                           $3.5 million during 2003;
                           $2.5 million during 2004;
                           $1.0 million during 2005; and
                           $2.0 million during 2006.
          Excess Cash shall be subject to changes in working capital. The
Reorganized Debtors shall continue to pay their vendors in their usual and
customary manner, and shall not accelerate vendor payments as a means to reduce
available cash on hand or Excess Cash.

2.1.51 Excess Cash Due. As defined in (and  calculated  in  accordance  with the
terms of) the New Credit Agreement,  substantially similar to the following:  As
of any Excess Cash Payment  Date,  the Excess Cash measured as of December 31 of
any year prior to such Excess Cash  Payment  Date which has not yet been paid to
the  Holders of the  Restructured  Senior  Secured  Claims  under the New Credit
Agreement.

2.1.52 Excess Cash Payment Dates. April 30, July 31, October 31 and January 31.

2.1.53 Existing InterDent Common Stock. The shares of common stock of InterDent,
outstanding immediately prior to the Effective Date.

2.1.54 Existing Preferred Stock. The shares of convertible  preferred stock (and
any other preferred  stock) of InterDent  outstanding  immediately  prior to the
Effective Date.

2.1.55 Exit Facility. A new revolving credit facility of the Reorganized Debtors
in the maximum amount of $7.5 million which will take effect on the Effective
Date, will pay off the obligations under the DIP Facility, and will include the
terms and conditions set forth in Section 8.12 of the Plan.

2.1.56 Fee  Applications.  Applications of  Professional  Persons under sections
330,  331 or 503 of the  Bankruptcy  Code  for  allowance  of  compensation  and
reimbursement of expenses in the Cases.

2.1.57 Fee Claim. A Claim under  sections 330 or 503 of the Bankruptcy  Code for
allowance of compensation and reimbursement of expenses in the Cases.

2.1.58 Filed. Delivered to, received by and entered upon the legal docket by the
Clerk of the Bankruptcy Court. "File" shall have a correlative meaning.

2.1.59 Final Order. A judgment, order, ruling or other decree issued and entered
by the Bankruptcy Court or by any state or other federal court or other tribunal
as to which no  appeal,  petition  for  certiorari,  or  other  proceedings  for
reargument  or  rehearing  shall  then be  pending  or as to which  any right to
appeal,  petition for certiorari,  reargue,  or rehear shall have been waived in
writing in form and substance  satisfactory to the Debtors,  the Co-Sponsors and
the Bank  Lenders,  or, in the event  that an  appeal,  writ of  certiorari,  or
reargument or rehearing  thereof has been sought,  such order or judgment of the
Bankruptcy  Court or other  applicable  court  shall have been  affirmed  by the
highest  court to which such order or  judgment  was  appealed,  or  certiorari,
re-argument,  or  rehearing  has been  denied,  and the time to take any further
appeal, petition for certiorari,  or move for reargument or rehearing shall have
expired.

2.1.60 GAAP. As defined in (and calculated in accordance with the terms of) the
New Credit Agreement, substantially similar to the following: the Generally
Accepted Accounting Principles in the United States of America, including those
set forth in (i) the opinions and pronouncements of the Accounting Principles
Board of the American Institute of Certified Public Accountants, (ii) statements
and pronouncements of the Financial Accounting Standards Board, (iii) such other
statements by such other entity as approved by a significant segment of the
accounting profession and (iv) the rules and regulations of the SEC governing
the inclusion of financial statements (including pro forma financial statements)
in periodic reports required to be filed pursuant to section 13 of the Exchange
Act, including opinions and pronouncements in staff accounting bulletins and
similar written statements from the accounting staff of the SEC.

2.1.61   Holder.  The beneficial owner of any Claim or Interest.

2.1.62 Initial New Common Stock Issuance. The number of shares of New Class C
Common Stock to be issued under the Plan as of the Effective Date, which will
represent one hundred percent (100%) of the New Common Stock to be issued under
the Plan prior to the exercise of: (a) the conversion rights under the New
Preferred Stock; (b) the New Warrants; (c) the Class 6 Warrants; and (d) any
stock options granted to management by the Reorganized Debtors.

2.1.63 Interest. (A) Any equity security or interest of or in any Debtor within
the meaning, of section 101(16) of the Bankruptcy Code, including, without
limitation, any equity interest in any of the Debtors, whether in the form of
common or preferred stock, stock options, warrants, partnership interests,
membership interests, or any other equity security or interest, and includes,
without limitation, any equity interest based on Existing InterDent Common
Stock, Existing InterDent Preferred Stock or on any common stock of any other
Debtor, and (B) the legal, equitable, contractual and other rights, whether
fixed or contingent, matured or unmatured, disputed or undisputed, of any Person
to purchase, sell, subscribe to, or otherwise acquire or receive (directly or
indirectly) any of the foregoing.

2.1.64 Investor Qualification Materials. Investor qualification materials, which
shall be substantially in a form to be Filed and served by the Debtors upon the
Persons they believe may be Holders of Allowed Class 6 Claims at least twenty
(20) days prior to the hearing on confirmation of the Plan, evidencing the
satisfaction by a Holder of an Allowed Class 6 Claim of all applicable investor
qualification requirements under any "private placement" exemption from federal
or state securities law registration on which Reorganized InterDent may rely in
connection with the issuance of the Class 6 Warrants and the New Class C Common
Stock issuable upon exercise thereof.

2.1.65   ISC.  InterDent Service Corporation, a Washington corporation.

2.1.66 InterDent Group.  Collectively,  InterDent Service  Corporation,  Inc., a
Washington corporation;  InterDent, Inc., a Delaware corporation; Capitol Dental
Care,  Inc.,  an Oregon  corporation;  Managed  Dental Care of Oregon,  Inc., an
Oregon   corporation;   and  Dedicated   Dental  Systems,   Inc.,  a  California
corporation.

2.1.67   LLCP.  Levine Leichtman Capital Partners II, L.P.

2.1.68   LL Entities.  LLCP, PSLLC and/or any of their Affiliates (each
singularly being an "LL Entity").

2.1.69 LL Entities Allowed Secured Claim. The sum of the amounts set forth in
clauses (i) - (iii) of Section 6.1.3.A of the Plan.

2.1.70 Minimum Company Liquidity. The amount of $8 million.

2.1.71 New Class A Common  Stock.  The new Class A Common  Stock of  Reorganized
InterDent  issuable upon the conversion of the New Class A Preferred  Stock, the
terms of which shall be governed by the terms and  provisions of this Plan,  the
Amended  and  Restated  InterDent  Certificate  of  Incorporation  and  the  New
Shareholders'  Agreement.  The rights and  privileges  of the New Class A Common
Stock shall be  identical  to those of the New Class C Common Stock except that:
(i) certain matters shall require the approval of the holders of the New Class A
Common Stock and the New Class A Preferred  Stock voting together as a class and
certain  matters  shall  require the  approval of the holders of the new Class A
Common Stock and New Class A Preferred Stock voting together as a class with the
holders  of the New Class B Common  Stock and the New Class B  Preferred  Stock;
(ii) the holders of the New Class A Common Stock voting together as a class with
the holders of the New Class A Preferred  Stock shall have the right to nominate
three  members of the Board of Directors of  Reorganized  InterDent to stand for
election;  (iii) the holders of the New Class A Common  Stock will have  certain
anti-dilution  and preemptive rights and (iv) on all matters on which holders of
the New Class A Common  Stock,  New Class B Common  Stock and New Class C Common
Stock shall vote as a single  class of common  stock,  each share of New Class A
Common  Stock  shall be  entitled  to a vote equal to that of 1.25 shares of New
Class C Common  Stock.  No New Class A Common Stock shall be issued,  other than
upon  conversion  of  the  New  Class  A  Preferred  Stock  or  as a  result  of
anti-dilution and pre-emptive  rights  protection.  The New Class A Common Stock
shall also be  entitled  to  certain  other  benefits  and  burdened  by certain
restrictions  as set out in the Amended and Restated  InterDent  Certificate  of
Incorporation and the New Shareholders' Agreement.

2.1.72 New Class B Common Stock. The new Class B Common Stock of Reorganized
InterDent issuable upon the conversion of the New Class B Preferred Stock, the
terms of which shall be governed by the terms and provisions of this Plan, the
Amended and Restated InterDent Certificate of Incorporation and the New
Shareholders' Agreement. The rights and privileges of the New Class B Common
Stock shall be identical to those of the New Class C Common Stock except that:
(i) certain matters shall require the approval of the holders of the New Class B
Common Stock and the New Class B Preferred Stock voting together as a class and
certain matters shall require the approval of the holders of the New Class B
Common Stock and New Class B Preferred Stock voting together as a class with the
holders of the New Class A Common Stock and the New Class A Preferred Stock;
(ii) the holders of the New Class B Common Stock, voting together as a class
with the holders of the New Class B Preferred Stock shall have the right to
nominate two members of the Board of Directors of Reorganized InterDent to stand
for election; (iii) the holders of the New Class B Common Stock will have
certain anti-dilution and preemptive rights and (iv) on all matters on which
holders of the New Class A Common Stock, New Class B Common Stock and New Class
C Common Stock shall vote as a single class of common stock, each share of New
Class B Common Stock shall be entitled to a vote equal to that of 1.25 shares of
New Class C Common Stock. No New Class B Common Stock shall be issued, other
than upon conversion of the New Class B Preferred Stock or as a result of
anti-dilution and pre-emptive rights protection. The New Class B Common Stock
shall also be entitled to certain other benefits and burdened by certain
restrictions as set out in the Amended and Restated InterDent Certificate of
Incorporation and the New Shareholders' Agreement.

2.1.73 New Class C Common Stock. The New Class C Common Stock of Reorganized
InterDent issued from and after the Effective Date, which shall be governed by
the terms and provisions of this Plan, the Amended and Restated InterDent
Certificate of Incorporation and the New Shareholders' Agreement and shall
represent all of the New Common Stock other than that issued or issuable upon
the conversion of the New Preferred Stock.
2.1.74 New Class A Preferred Stock. The new Class A convertible preferred stock
of Reorganized InterDent that will be issued pursuant to the Amended and
Restated InterDent Certificate of Incorporation to the DDJCM Entities on and
after the Effective Date and shall be governed by the terms and provisions set
forth herein, in the Amended and Restated InterDent Certificate of Incorporation
and in the New Shareholders' Agreement. The New Class A Preferred Stock shall be
entitled, inter alia, to the following rights and privileges:

A.   Preference  Right.  The New Class A Preferred  Stock shall be entitled to a
     liquidation  preference  equal  to the  sum of the  DDJCM  Initial  Allowed
     Secured Claims, plus all accumulated and unpaid dividends;

B.   Dividends.  The New Class A Preferred Stock shall  accumulate  dividends at
     the rate of five percent  (5%) per annum.  However,  accumulated  dividends
     shall not be paid until the Restructured  Senior Secured Claims are paid in
     full in accordance with the terms of the New Credit Agreements;

C.   Conversion  Rights.  The New Class A Preferred  Stock shall be  convertible
     into shares of New Class A Common  Stock  comprising  60% of the New Common
     Stock,  exclusive of New Class C Common Stock issued or issuable  under the
     New Warrants and any options  granted to management,  minus, if and only if
     Class 4.1  rejects the Plan and  receives  New Class C Common  Stock,  that
     number  of shares of New Class A Common  Stock (if any)  which  equals  the
     Class 1.3 Anti-Dilution Adjuster;

D.   Voting  Rights.  Prior to  conversion,  each share of New Class A Preferred
     Stock shall have voting  rights equal to 1.25 times the number of shares of
     the New Class A Common Stock into which such New Class A Preferred Stock is
     convertible;  and the holders of the New Class A Preferred Stock, voting as
     a class with the holders of New Class A Common  Stock,  will have the right
     to nominate a majority  (i.e.,  three members) of the Board of Directors of
     Reorganized  InterDent to stand for election.  In addition,  holders of New
     Class A Preferred  Stock shall be entitled to vote together as a class with
     the  holders  of New Class A Common  Stock on certain  matters  and to vote
     together as a class with the holders of New Class B Preferred Stock and New
     Class B Common on certain  other  matters.  On all matters on which the New
     Class A Preferred  Stock,  New Class A Common Stock,  New Class B Preferred
     Stock and New Class B Common Stock vote together as a class without the New
     Class C Common Stock,  each share of New Class A Preferred Stock shall have
     a vote equal to the number of shares of New Class A Common Stock into which
     it is convertible; and

E.   Anti-Dilution  Rights/Other Rights.  Holders of New Class A Preferred Stock
     will be entitled to the anti-dilution and preemptive rights provided in the
     Amended and Restated InterDent  Certificate of Incorporation and subject to
     the sale and other transfer rights and restrictions provided in Amended and
     Restated  InterDent  Certificate of Incorporation and the New Shareholders'
     Agreement.

                  In addition to the foregoing rights, the New Class A Preferred
         Stock shall have such additional rights and restrictions as are
         customary for securities of this nature.

2.1.75 New Class B Preferred Stock. The new Class B convertible preferred stock
of Reorganized InterDent that will be issued pursuant to the Amended and
Restated InterDent Certificate of Incorporation to the LL Entities on and after
the Effective Date and shall be governed by the terms and provisions set forth
herein, in the Amended and Restated InterDent Certificate of Incorporation and
in the New Shareholders' Agreement. The New Class B Preferred Stock shall be
entitled, inter alia, to the following rights and privileges:

                  Preference Right.  The New Class B Preferred Stock shall be
         entitled to a liquidation preference equal to the sum of
         the LL Entities Allowed Secured Claim, plus all accumulated and unpaid
         dividends;

                  Dividends. The New Class B Preferred Stock shall accumulate
         dividends at the rate of five percent (5%) per annum. However,
         accumulated dividends shall not be paid until the Restructured Senior
         Secured Claims are paid in full in accordance with the terms of the New
         Credit Agreements;

                  Conversion Rights. The New Class B Preferred Stock shall be
         convertible into shares of New Class B Common Stock comprising 13.8% of
         the New Common Stock, exclusive of New Class C Common Stock issued or
         issuable under the New Warrants and any options granted to management,
         plus, if and only if Class 4.1 rejects the Plan and receives New Class
         C Common Stock, that number of shares of New Class B Common Stock (if
         any) which equals the Class 1.3 Anti-Dilution Adjuster;

                  Voting Rights. Prior to conversion, each share of New Class B
         Preferred Stock shall have voting rights equal to 1.25 times the number
         of shares of the New Class B Common Stock into which such New Class B
         Preferred Stock is convertible; and the holders of the New Class B
         Preferred Stock, voting as a class with the holders of New Class B
         Common Stock, will have the right to nominate one less than a majority
         (i.e., two members) of the Board of Directors of Reorganized InterDent
         to stand for election. In addition, holders of New Class B Preferred
         Stock shall be entitled to vote together as a class with the holders of
         New Class B Common Stock on certain matters and to vote together as a
         class with the holders of New Class A Preferred Stock and New Class A
         Common on certain other matters. On all matters on which the New Class
         A Preferred Stock, New Class A Common Stock, New Class B Preferred
         Stock and New Class B Common Stock vote together as a class without the
         New Class C Common Stock, each share of New Class B Preferred Stock
         shall have a vote equal to the number of shares of New Class B Common
         Stock into which it is convertible; and

                  Anti-Dilution Rights/Other Rights. Holders of New Class B
         Preferred Stock will be entitled to the anti-dilution and preemptive
         rights provided in the Amended and Restated InterDent Certificate of
         Incorporation and subject to the sale and other transfer rights and
         restrictions provided in Amended and Restated InterDent Certificate of
         Incorporation and the New Shareholders' Agreement.

                  In addition to the foregoing rights, the New Class B Preferred
         Stock shall have such additional rights and restrictions as are
         customary for securities of this nature.

2.1.76 New Common Stock.  Collectively,  the New Class A Common  Stock,  the New
Class B Common Stock, and the New Class C Common Stock.

2.1.77 New Credit Agreement. The documentation in the form to be included in the
Plan  Documentary  Supplement as an Exhibit,  which will set forth the terms and
conditions under which the Restructured  Senior Secured Claims will be satisfied
and which will include, among other provisions, provisions substantially similar
to those described in Section 6.1.1 of this Plan.

2.1.78   New Preferred Stock.  Collectively, the New Class A Preferred Stock and
the New Class B Preferred Stock.

2.1.79 New InterDent  Securities.  Collectively,  the New Common Stock,  the New
Preferred Stock, the New Warrants and the Class 6 Warrants.

2.1.80 New Shareholders' Agreement. A shareholders' agreement among Reorganized
InterDent and holders of all of the New InterDent Securities in the form
included in the Plan Documentary Supplement as an Exhibit.

2.1.81 New Warrant
Agreements. Collectively, the Class 1.3 Warrant Agreement and the Class 6
Warrant Agreement.

2.1.82 New Warrants. Warrants to purchase shares of New Class
C Common Stock, to be subject to certain transfer restrictions, representing up
to 16.5% of the New Common Stock of Reorganized InterDent (calculated as if all
New Class A Preferred Stock was converted into New Class A Common Stock and all
New Class B Preferred Stock was converted into New Class B Common Stock, but
before the exercise of any management stock options), at a price per share equal
to the Warrant Exercise Price, exercisable immediately upon the Effective Date
for a period of seven (7) years from and after the Effective Date, to be issued
by Reorganized InterDent pursuant to the Class 1.3 Warrant Agreement. This Class
1.3 Warrant Agreement shall include terms: (a) precluding any cashless exercise
of the New Warrants except upon the sale by Reorganized InterDent of equity
securities or the sale of substantially all of Reorganized InterDent's assets;
(b) providing blocking rights with respect to any sale of Reorganized InterDent
for six months after the Effective Date, with no sale blocking rights whatsoever
thereafter; (c) providing tag-along rights for the warrant holder with respect
to any sale of New Class A Preferred Stock or any New Class A Common Stock into
which it is converted by the DDJCM Entities and "drag-along" rights in favor of
the DDJCM Entities, in the event of any proposed sale of New Classs A Preferred
Stock or New Class A Common Stock by the DJCM Entities after expiration of the
six-month blocking period; and (d) standard anti-dilution protection (including,
but not limited to, protection against equity issuances at below fair market
value, but excluding protection for shares of New Class C Common Stock issued
pursuant to any management option plan).

2.1.83 Non-Qualified Holder. Any Holder of an Allowed Class 6 Claim other than a
Qualified Holder.

2.1.84 1999 Credit Agreement. Collectively: (A) That certain Amended And
Restated Credit Agreement dated as of June 15, 1999 among BNY Asset Solutions,
as a non-lender administrative agent for JP Morgan Chase Bank, U.S. Bank
National Association, Fleet Capital Corporation, BIII-A Capital Partners, L.P.,
BIV Capital Partners, L.P., State Street Bank & Trust and an LL Entity (the
"1999 Lender Group"), JP Morgan Chase Bank as syndication agent for the 1999
Lender Group, with ISC, as "Borrower" and InterDent, as "Guarantor"; (B) all
promissory notes evidencing the indebtedness incurred under the Amended and
Restated Credit Agreement described in clause (A) above; (C) all agreements,
documents, and instruments pursuant to which any interest in collateral was
granted or purported to be granted, created, evidenced, or perfected in
connection with such Amended and Restated Credit Agreement, including, without
limitation, all security agreements, pledge agreements, assignments, financing
statements and similar documents; (D) all guarantees with respect to such
Amended and Restated Credit Agreement and ancillary agreements as to which any
holder of any of the obligations evidenced by any of the foregoing is a party or
a beneficiary; and (E) all other agreements, guarantees, instruments, documents,
and certificates delivered in connection with any of the foregoing, all as any
of the documents described in clauses (A) - (E) may have been amended, restated,
supplemented, or otherwise modified from time to time prior to the Effective
Date.

2.1.85 Person. An individual, partnership, corporation, limited liability
company, business trust, joint stock company, trust, unincorporated association,
joint venture, governmental authority, governmental unit, Committee or other
entity of whatever nature.

2.1.86  Petition  Date.  The date on which each Debtor  filed its  petition  for
relief under Chapter 11 of the Bankruptcy Code, i.e. May 9, 2003.

2.1.87 PIK Fees. Paid-In-Kind Fees accruing under the terms of, and as defined
in, the Senior Secured Credit Agreements.

2.1.88  Plan.   The   "Debtors'   Second   Amended  Joint  Chapter  11  Plan  of
Reorganization[as  Modified on July 22, 2003]," filed on or about July 23, 2003,
together with the Exhibits  thereto and the Plan  Documents,  as the same may be
amended or modified  from time to time in  accordance  with Section 16.1 of this
Plan.

2.1.89 Plan Documentary Supplement. A supplement to the Plan, containing various
documents relating to the implementation of the Plan, to be Filed with the
Bankruptcy Court no later than ten (10) Business Days prior to the deadline for
filing objections to confirmation of the Plan, as said supplement may be amended
from time to time at any time prior to the Effective Date with the consent of
the Debtors, the Co-Sponsors and the Lenders.

2.1.90  Plan  Documents.   Collectively,  the  Amended  and  Restated  InterDent
Certificate  of  Incorporation;   the  Amended  and  Restated  ISC  Articles  of
Incorporation;  the Amended and Restated By-Laws, the New Credit Agreement;  the
New Shareholder Agreement;  the New Warrant Agreements;  and any other documents
required by the Plan or determined by the Co-Sponsors,  the Bank Lenders and the
Debtors to be necessary or advisable to implement the Plan.  The Plan  Documents
shall be in form and content  acceptable to the  Co-Sponsors,  the Bank Lenders,
and the Debtors.  Final or near-final  versions of the Plan  Documents  shall be
filed  with the clerk of the  Bankruptcy  Court as part of the Plan  Documentary
Supplement as early as practicable (but in no event later than ten (10) Business
Days prior to the deadline for filing  objections to confirmation of the Plan or
on such other date as the Bankruptcy Court may establish).

2.1.91  Plan  Sponsor  Adequate  Protection  Payments.  The  amounts  payable as
"adequate  protection"  payments on account of the DDJCM Initial Allowed Secured
Claims which are  classified  in Class 6.1.2 and the LL Allowed  Secured  Claims
which  are  classified  in Class  6.1.3,  from the  Petition  Date  through  the
Effective  Date  under  the  terms  of the  orders  governing  the  use of  cash
collateral and debtor-in-possession financing which are in effect as of the date
of the filing of this Plan.  Such adequate  protection  payments shall accrue at
the rate of prime plus 2.5%, and this rate shall be used to determine the amount
of the  Plan  Sponsor  Adequate  Protection  Payments,  whether  or not any such
adequate  protection payments are actually made. The term "Plan Sponsor Adequate
Protection  Payments"  shall not include any amounts or payments  respecting the
DDJCM Post-Petition Senior Secured Claims.

2.1.92 Priority Claim. Any Claim,  other than an  Administrative  Claim or a Tax
Claim, to the extent entitled to priority under Section 507(a) of the Bankruptcy
Code.

2.1.93 Pro Rata. Proportionately, so that with respect to any distribution in
respect of any Allowed Claim, the ratio of (a)(i) the amount of property
distributed on account of such Allowed Claim to (ii) the amount of such Allowed
Claim, is the same as the ratio of (b)(i) the amount of property distributed on
account of all Allowed Claims of the Class or Classes sharing in such
distribution to (ii) the amount of all Allowed Claims in such Class or Classes.

2.1.94 Professional Fees. All Allowed Claims for compensation and for
reimbursement of expenses under Sections 328, 330 and/or 503(b) of the
Bankruptcy Code. 2.1.95 Professional. A Person or Entity (a) employed by the
Debtors-in-Possession or the Committee pursuant to a Final Order in accordance
with Sections 327 and 1103 of the Bankruptcy Code and to be compensated for
services rendered prior to the Effective Date, pursuant to Sections 327, 328,
329, 330 and 331 of the Bankruptcy Code, or (b) for which compensation and
reimbursement has been allowed by the Bankruptcy Court pursuant to Section
503(b) of the Bankruptcy Code.

2.1.96 PSLLC. Pleasant Street Investors, LLC, a California limited liability
company and an Affiliate of LLCP, its sole member.

2.1.97  Qualified  Holder.  Any  Holder of an  Allowed  Class 6 Claim  which the
Debtors determine,  based on Investor Qualification Materials,  that such Holder
satisfies all applicable investor qualification  requirements under any "private
placement"  exemption from federal or state securities law registration on which
Reorganized  InterDent  may rely in  connection  with the  offer and sale of the
Class 6  Warrants  and the New  Class A  Common  Stock  issuable  upon  exercise
thereof.

2.1.98 Reorganized  Debtors.  The Debtors, as reorganized under the terms of the
Plan on and after the  Effective  Date,  and any  successors  thereto by merger,
consolidation, acquisition, or otherwise.

2.1.99  Reorganized  InterDent.  InterDent,  as  reorganized  on and  after  the
Effective Date.

2.1.100  Reorganized ISC.  ISC, as reorganized on and after the Effective Date.

2.1.101 Restructured Senior Secured Claims. As defined in (and calculated in
accordance with the terms of) the New Credit Agreement and which includes, among
other things, the aggregate Allowed Secured Claims of the Bank Lenders, as
determined in accordance with Section 6.1.1.A of this Plan and any and all
accrued and unpaid interest, fees, costs, charges and any other amounts which
become due and owing under the New Credit Agreement following the Effective
Date.

2.1.102 Schedules. The schedules of assets and liabilities and list of equity
security holders Filed by the Debtors, as required by section 521(1) of the
Bankruptcy Code, Bankruptcy Rules 1007(a)(3) and (b)(1), and Official Bankruptcy
Form No. 6, as amended from time to time.

2.1.103 Secured Claim. Any Claim, including interest, fees, costs, and charges
to the extent allowable pursuant to Bankruptcy Code section 506(b) and the Plan,
that is secured by a valid and unavoidable Lien on property in which the Debtors
have, or any of them or any Estate has, an interest or that is subject to
recoupment or setoff under Section 553 of the Bankruptcy Code, to the extent of
the value of such Holder's interest in the Debtors', any Debtor's or any
Estate's interest in the property, determined pursuant to section 506(a) of the
Bankruptcy Code.

2.1.104 Seller Note. A promissory note executed by a Debtor in favor of a seller
of a dental practice to any of the Debtors, constituting a part of the
consideration paid by any of the Debtors for any Debtor's acquisition of such
dental practice.

2.1.105 Senior Secured Claims. All Claims arising under the
Senior Secured Credit Agreements including, without limitation, any claims of
the Agent (as defined therein) thereunder.

2.1.106  Senior  Secured  Credit  Agreements.   Collectively,  the  1999  Credit
Agreement and the 2000 Credit Agreement.

2.1.107  Senior Secured Lenders.  All Creditors holding Senior Secured Claims.

2.1.108  Senior  Subordinated  Note  Agreement.  Collectively:  (A) That certain
Securities Purchase Agreement dated as of June 15, 2000, originally entered into
by and among Gentle Dental Service Corporation, a Washington Corporation, Gentle
Dental  Management,  Inc., the  guarantors  therein,  and an LL Entity;  (B) all
ancillary agreements as to which any holder of any of the obligations  evidenced
by the foregoing  Securities  Purchase Agreement is a party or beneficiary;  and
(C) all other agreements,  guarantees,  instruments,  documents and certificates
delivered in connection  with any of the foregoing,  all as any of the documents
described in clauses (A) - (C) may have been amended, restated, supplemented, or
otherwise modified from time to time prior to the Effective Date.

2.1.109 Senior Subordinated Note Holders.  Creditors holding Senior Subordinated
Notes.

2.1.110 Senior  Subordinated Notes. The 12.5% Senior Subordinated Notes due 2005
issued pursuant to the Senior Subordinated Note Agreement.

2.1.111 Strike Price Value. The dollar amount which remains after subtracting
the following amounts from $110 million, all as determined as of the Effective
Date: (a) the aggregate amount of the Restructured Senior Secured Claims; (b)
the aggregate amount of the Assumed Seller and Earn-Out Obligations as of May 1,
2003, less all subsequent payments made thereon before the Effective Date; (c)
the aggregate amount of the Allowed Secured Capital Lease Claims in Classes 2.1
- 2.17 and any other Allowed Secured Claims in Class 2.18; and (d) the aggregate
amount of any other permanent or fixed term (but not any balance owing on any
revolving credit facility, including the DIP Facility) financing or borrowing
entered into after the Petition Date that is not fully satisfied on or promptly
after the Effective Date.

2.1.112 Tax. Any tax, charge, fee, levy, impost or other assessment by any
federal, state, local or foreign taxing authority, including, without
limitation, income, excise, property, sales, transfer, employment, payroll,
franchise, profits, license, use, ad valorem, estimated, severance, stamp,
occupation and withholding tax. "Tax" shall include any interest or additions
attributable to, or imposed on or with respect to such assessments.

2.1.113 Tax Claim. Any Claim for any Tax to the extent that it is entitled to
priority in payment under Section 507(a)(8) of the Bankruptcy Code.

2.1.114 2000 Credit Agreement.  Collectively:  (A) That certain Credit Agreement
dated as of March 31,  2000  (the  "2000  Credit  Agreement")  among BNY  Assets
Solutions as a  non-lender  administrative  agent for JP Morgan Chase Bank,  BIV
Capital  Partners,  L.P.,  and an LL Entity (the "2000  Lender  Group"),  and JP
Morgan Chase Bank, as syndication  agent for the 2000 Lender Group, with ISC, as
"Borrower" and InterDent,  as "Guarantor";  (B) all promissory  notes evidencing
the  indebtedness  incurred  under the Amended  and  Restated  Credit  Agreement
described in clause (A) above;  (C) all agreements,  documents,  and instruments
pursuant to which any  interest in  collateral  was granted or  purported  to be
granted,  created,  evidenced,  or perfected in connection with such Amended and
Restated  Credit  Agreement,   including,   without  limitation,   all  security
agreements,  pledge agreements,  assignments,  financing  statements and similar
documents;  (D) all guarantees  with respect to such Amended and Restated Credit
Agreement  and  ancillary  agreements  as to  which  any  holder  of  any of the
obligations  evidenced by any of the foregoing is a party or a beneficiary;  and
(E) all  other  agreements  as to which  any  holder  of any of the  obligations
evidenced  by any of the  foregoing  is a party or a  beneficiary  and all other
agreements,  guarantees,  instruments,  documents, and certificates delivered in
connection with any of the foregoing,  all as any of the documents  described in
clauses (A) - (E) may have been amended,  restated,  supplemented,  or otherwise
modified from time to time prior to the Effective Date.

2.1.115 Unclaimed  Property.  All Cash and New Class C Common Stock deemed to be
"Unclaimed Property" pursuant to Sections 9.6 and 9.7 of the Plan.

2.1.116  Unsecured  Claim.  A Claim against any Debtor that is not (a) a Secured
Claim, (b) an Administrative Claim, (c) a Tax Claim or (d) a Priority Claim.

2.1.117 Warrant  Exercise  Price.  The dollar amount which results from dividing
the Strike Price Value by the Base New Common Stock Amount.

         Rules of Construction. For purposes of the Plan and the Disclosure
Statement, unless otherwise provided herein or in the Plan, (a) whenever from
the context it is appropriate, each term, whether stated in the singular or the
plural, will include both the singular and the plural; (b) each pronoun stated
in the masculine, feminine or neuter includes the masculine, feminine and
neuter; (c) any reference in the Plan or the Disclosure Statement to an existing
document or schedule filed or to be filed means such document or schedule, as it
may have been or may be amended, modified or supplemented pursuant to the Plan;
(d) any reference to an entity as a holder of a Claim or Interest includes that
entity's successors and assigns; (e) except as otherwise indicated herein all
references in the Plan or the Disclosure Statement to Sections, Articles and
Exhibits are references to Sections, Articles and Exhibits of or to the Plan;
(f) the words "therein," "thereunder" and "thereto" refer to the Plan in its
entirety rather than to a particular portion of the Plan; and (g) unless
otherwise provided in the Plan or the Disclosure Statement, any reference in the
Plan or the Disclosure Statement to a contract, instrument, release, indenture,
agreement, or other document being in a particular form or on particular terms
and conditions means that such document shall be substantially and materially in
such form or substantially and materially on such terms and conditions; (iii)
any reference in the Plan or the Disclosure Statement to a document, schedule,
or exhibit to the Plan, Plan Documentary Supplement, or Disclosure Statement
Filed or to be Filed means such document, schedule, or exhibit, as it may have
been or may be amended, modified, or supplemented; and (vii) the rules of
construction set forth in section 102 of the Bankruptcy Code shall apply to the
extent such rules are not inconsistent with the express terms of the Plan or the
Disclosure Statement or any other provision in this Section 2.2.

         Plan Documentary Supplement. Forms or summaries of certain documents
referred to in the Plan or the Disclosure Statement will be contained in a
separate Plan Documentary Supplement, which the Debtors shall file with the
Bankruptcy Court and may amend from time to time with the consent of the
Co-Sponsors and the Bank Lenders, prior to the Effective Date. A copy of the
Plan Documentary Supplement may be obtained from counsel for the Debtors, at the
address set forth in Section 17.6 of the Plan, upon written request.

Exhibits.  All  Exhibits  to the Plan and all  documents  contained  in the Plan
Documentary  Supplement are  incorporated  into and are a part of the Plan as if
set forth in full therein.

                                   III.

                    JOINT PLAN; NO SUBSTANTIVE CONSOLIDATION

        This Plan, although proposed jointly, constitutes a separate plan
proposed by each of the Debtors. The Debtors' respective Chapter 11 Estates
remain legally separate. Each Debtor is only assuming liability under the Plan
for the Claims properly chargeable to such Debtor and for no others.
Accordingly, except as expressly provided herein, the classifications set forth
below shall be deemed to apply separately with respect to each Plan proposed by
each Debtor.

                                      IV.

                               UNCLASSIFIED CLAIMS

         As required by the Bankruptcy Code, the Plan places Claims and
Interests into various Classes according to their right to priority. However,
certain types of Claims are not classified in any Classes under the Plan. These
claims are deemed "unclassified" under the provisions of the Bankruptcy Code.
They are not considered impaired and they do not vote on the Plan, because they
are automatically entitled to specific treatment provided for them in the
Bankruptcy Code. As such, the Debtors have not placed the following Claims in a
Class. The treatment of these unclassified Claims is as provided below. 4.1
Administrative Claims. Administrative Claims are Claims for the expenses of
administering the Debtors' Cases that are allowed under Bankruptcy Code section
507(a)(1). The Bankruptcy Code requires that all Administrative Claims be paid
on the Effective Date of the Plan, unless a particular claimant agrees to a
different treatment. The treatment of Administrative Claims is as described
below.

4.1.1 DIP Facility Claims. On the Effective Date, the DIP Facility Claims shall
be paid in full out of the proceeds of the Exit Facility or cash on hand.

                  Other Administrative Claims.
                  ---------------------------
                  Payment Generally. Except to the extent that the Holder of an
         Allowed Administrative Claim agrees to a different treatment, and
         subject to the bar dates for Administrative Claims set forth in the
         following Sections, the Distribution Agent shall pay each Allowed
         Administrative Claim in full, in Cash, on the later of (i) the
         Effective Date, (ii) within ten (10) Business Days after the date such
         Administrative Claim becomes an Allowed Administrative Claim, or (iii)
         the date such Allowed Administrative Claim becomes due according to its
         terms. Notwithstanding the foregoing, any Allowed Administrative Claim
         representing obligations incurred in the ordinary course of
         post-petition business by the Debtors-in-Possession (including without
         limitation post-petition trade obligations and routine post-petition
         payroll obligations) shall be paid in full or performed by the
         Reorganized Debtors in the ordinary course of business, in accordance
         with the terms of the particular obligation.

                  Administrative Claims Bar Date.
                  ------------------------------
                           General Administrative Claims Bar Date. All
          applications for final compensation of Professionals for services
          rendered and for reimbursement of expenses incurred on or before the
          Effective Date and all other requests for payment of Administrative
          Claims incurred before the Effective Date under sections 507(a)(1) or
          507(b) of the Bankruptcy Code (except only for (i) post-petition,
          ordinary course trade obligations and routine post-petition payroll
          obligations incurred in the ordinary course of the Debtors'
          post-petition business, for which no bar date shall apply, and (ii)
          post-petition tax obligations, for which the bar date described in the
          following Section shall apply) shall be Filed with the Bankruptcy
          Court and served upon the Reorganized Debtors and the Co-Sponsors no
          later than sixty (60) days after the Effective Date (the "General
          Administrative Claims Bar Date"), unless such date is extended by the
          Bankruptcy Court after notice to the Reorganized Debtors and the
          Co-Sponsors. Any such request for payment of an Administrative Claim
          that is subject to the General Administrative Claims Bar Date and that
          is not Filed and served on or before the General Administrative Claims
          Bar Date shall be forever barred; any party that seeks payment of
          Administrative Claims that (i) is required to file a request for
          payment of such Administrative Claims and (ii) does not file such a
          request by the deadline established herein shall be forever barred
          from asserting such Administrative Claims against the Debtors, the
          Reorganized Debtors, their Estates, or any of their property.

                           Administrative Tax Claims Bar Date. All requests for
         payment of Administrative Claims by a governmental unit for Taxes (and
         for interest and/or penalties related to such Taxes) for any tax year
         or period, all or any portion of which occurs or falls within the
         period from and including the Petition Date through and including the
         Effective Date ("Tax Administrative Claims") and for which no bar date
         has otherwise previously been established, must be filed and served on
         the Reorganized Debtors and the Co-Sponsors on or before the later of
         (i) sixty (60) days following the Effective Date; and (ii) 180 days
         following the filing of the tax return for such Taxes for such tax year
         or period with the applicable governmental unit. Any Holder of any Tax
         Administrative Claims that is required to file a request for payment of
         such Taxes and does not file and properly serve such a request by the
         applicable bar date shall be forever barred from asserting any such Tax
         Administrative Claims against the Debtors, Reorganized Debtors, their
         estates, or their property.

4.2 Priority Tax Claims. Priority Tax Claims are Claims for certain unsecured
income, employment and other taxes described by Bankruptcy Code Section
507(a)(8). At the election of the Debtors, the Holder of each Allowed Priority
Tax Claim shall be entitled to receive, on account of such Claim, (i) equal cash
payments on the last Business Day of each three-month period following the
Effective Date, during a period not to exceed six years after the assessment of
the Tax on which such Claim is based, totaling the principal amount of such
Claim plus simple interest on any unpaid balance from the Effective Date,
calculated at the interest rate available on ninety (90) day United States
Treasuries on the Effective Date, (ii) such other treatment agreed to by the
Holder of the Allowed Priority Tax Claim and the Debtors (or the Reorganized
Debtors), provided such treatment is on more favorable terms to the Debtors (or
the Reorganized Debtors after the Effective Date) than the treatment set forth
in clause (i) hereof, or (iii) payment of the full Allowed Priority Tax Claim in
Cash.

                                    V.

                     CLASSIFICATION OF CLAIMS AND INTERESTS

5.1 General Overview. As required by the Bankruptcy Code, the Plan places Claims
and Interests into various Classes according to their right to priority and
other relative rights. The Plan specifies whether each Class of Claims or
Interests is impaired or unimpaired, and the Plan sets forth the treatment each
Class will receive. The table below lists the Classes of Claims established
under the Plan and states whether each particular Class is impaired or left
unimpaired by the Plan. A Class is "unimpaired" if the Plan leaves unaltered the
legal, equitable and contractual rights to which the Holders of Claims or
Interests in the Class are entitled, with certain exceptions specified in the
Bankruptcy Code.

<TABLE>
<CAPTION>

=================== ============================================================================== ===================
<S>                 <C>                                                                            <C>
Class                                                 Claimants                                    Impaired or
                                                                                                   Unimpaired
Class 1.1           Senior Secured Claims of the Bank Lenders (Including DDJCM Post-Petition       Impaired
                    Senior Secured Claims)
Class 1.2           Senior Secured Claims of the DDJCM Entities Other Than DDJCM Post-Petition     Impaired
                    Senior Secured Claims
Class 1.3           Senior Secured Claims of the LL Entities                                       Impaired
Class 2.1           BA Capital as the holder of an Allowed Secured Capital Lease Claim             Impaired
Class 2.2           Professional Leasing Services  as the holder Allowed Secured Capital Lease     Impaired
                    Claim
Class 2.3           Mid Am Credit Corp as the holder of an Allowed Secured Capital Lease Claim     Impaired
Class 2.4           Mid Am Credit Corp as the holder of an Allowed Secured Capital Lease Claim     Impaired
Class 2.5           Mid Am Credit Corp as the holder of an Allowed Secured Capital Lease Claim     Impaired
Class 2.6           HPSC as the holder of an Allowed Secured Capital Lease Claim                   Impaired
Class 2.7           CURRA Acceptance Corp as the holder of an Allowed Secured Capital Lease        Impaired
                    Claim
Class 2.8           CURRA Acceptance Corp as the holder of an Allowed Secured Capital Lease Claim  Impaired
Class 2.9           CURRA Accept Corp as the holder of an Allowed Secured Capital Lease Claim      Impaired
Class 2.10          LINC Capital, Inc., as the holder of an Allowed Secured Capital Lease Claim    Impaired
Class 2.11          LINC Capital, Inc. as of the holder of an Allowed Secured Capital Lease Claim  Impaired
Class 2.12          DVI Capital as the holder of an Allowed Secured Capital Lease Claim            Impaired
Class 2.13          DVI Capital as the holder of an Allowed Secured Capital Lease Claim            Impaired
Class 2.14          DVI Capital as the holder of an Allowed Secured Capital Lease Claim            Impaired
Class 2.15          DVI Capital as the holder of an Allowed Secured Capital Lease Claim            Impaired
Class 2.16          DVI Capital as the holder of an Allowed Secured Capital Lease Claim            Impaired
Class 2.17          DVI Capital as the holder of an Allowed Secured Capital Lease Claim            Impaired
Class 2.18          Other Allowed Secured Claims not classified in Class 1 or Classes 2.1-2.17     Impaired
Class 3             Allowed Priority Claims that fall within Bankruptcy Code Sections 507(a)(3),   Unimpaired
                    (4), (5), (6), and (7)
Class 4.1           Allowed Unsecured Claims not classified in Class 5 or Class 6 Other than the   Impaired
                    Allowed Unsecured Claim of Amerident
Class 4.2           The Allowed Unsecured Claim of Amerident                                       Impaired
Class 5             Senior Subordinated Note Claims                                                Impaired
Class 6             Convertible Subordinated Note Claims                                           Impaired
Class 7             Existing Preferred Stock Interests                                             Impaired
Class 8             Existing InterDent Common Stock Interests                                      Impaired
Class 9             Interests of InterDent as holder of all of the common stock of ISC             Impaired
=================== ============================================================================== ===================
</TABLE>

                                     VI.

              PROVISIONS FOR THE TREATMENT OF CLAIMS AND INTERESTS

6.1 Class 1. Class 1 is comprised of Allowed Secured Claims under the Senior
Secured Credit Agreements. The Claims held by the Class 1 Creditors are secured
by a first priority lien against substantially all assets of the Debtors. None
of the Class 1 Creditors qualify as "insiders" of the Debtors as that term is
defined in 11 U.S.C. ss. 101. The Holders of Claims in Class 1 have consented to
the different treatment of such Claims specified below and, accordingly, such
different treatment is permitted under section 1123(a)(4) of the Bankruptcy
Code. That treatment is as follows:

6.1.1 Class 1.1 -- Bank Lenders (Including DDJCM Post-Petition Senior Secured
Claims). The Allowed Secured Claim of each Bank Lender (including, without
limitation, the DDJCM Post-Petition Senior Secured Claims) shall be paid in full
over a period of three (3) years from the Effective Date subject to, and in
accordance with, the terms of the New Credit Agreement, which shall include,
among other things, terms substantially similar to those set forth in Sections

6.1.1.B through 6.1.1.L hereof.
                  Allowed Amounts of Bank Lender Claims. The Allowed Secured
         Claims of the Bank Lenders shall be equal to the sum of: (i) the
         principal balance on their Senior Secured Claims and any accrued but
         unpaid interest thereon owed as of the Petition Date, less a $200,000
         principal amortization payment which is payable as soon as practicable
         following the entry of an adequate protection order of the Bankruptcy
         Court in connection with the approval of the DIP Facility (but only if,
         and to the extent, such amount is paid); (ii) accrued PIK Fees and
         interest thereon through the Petition Date; (iii) all accrued and
         unpaid interest from the Petition Date through the Effective Date; and
         (iv) subject to section 506(b) of the Bankruptcy Code, all accrued and
         unpaid fees, costs and charges provided for under the Senior Secured
         Credit Agreements (other than post-Petition Date PIK Fees) through the
         Effective Date. For purposes of determining the Bank Lenders' Allowed
         Claim (in this Section 6.1.1.A.), while post-petition interest will
         have accrued at the non-default contract rate under the applicable
         Senior Secured Credit Agreement (x) each of the Bank Lenders will be
         deemed to have waived its post-petition interest in excess of the prime
         rate of interest as published in The Wall Street Journal plus two and
         one half percent (2.5%) for the first one hundred and eight (180) days
         of the Cases if, and when, this Plan is confirmed and the Effective
         Date occurs, and (y) all Cash payments of post-petition interest will
         be credited against the foregoing amount.

                  Interest Rate. From and after the Effective Date, the
         Restructured Senior Secured Claims (exclusive of post-Effective Date
         interest, fees and charges that are not past due) shall bear interest
         at two and one-half percentage points (2.5%) over the prime rate of
         interest announced from time to time by the agent bank under the New
         Credit Agreement, as such may be reported by The Wall Street Journal,
         or, at the option of the Reorganized Debtors, four percentage points
         (4%) in excess of the sixth-month LIBOR rate announced from time to
         time by the agent bank under the New Credit Agreement, as such may be
         reported by The Wall Street Journal;.

                  Application of Proceeds of Exercise of Class 6 Warrants. If,
         and to the extent that, any Holder of Convertible Subordinated Notes in
         Class 6 exercises its right(s) under its Pro Rata share of the Class 6
         Warrants to acquire shares of New Class C Common Stock (as provided for
         in Section 6.6 of the Plan), the Reorganized Debtors shall pay the cash
         proceeds from any such exercise to the Holders of the Restructured
         Senior Secured Claims; and, in the event that any Class 6 Warrants are
         exercised, the Reorganized Debtors shall also make a one-time payment
         of $500,000 to the Holders of the Restructured Senior Secured Claims.
         Any payments described in the preceding sentence shall be applied
         against the principal amount of the Restructured Senior Secured Claims
         in inverse order of maturity. Any and all proceeds received by the
         Debtors upon the exercise of the Class 6 Warrants, plus the additional
         $500,000 provided for above, shall be remitted to the Holders of the
         Restructured Senior Secured Claims as soon as is practicable upon
         receipt by the Debtors of the proceeds of the exercise of the Class 6
         Warrants, but in no event more than three (3) Business Days thereafter.

                  Debt Service.  From and after the Effective Date, the Holders
         of the Restructured Senior Secured Claims shall receive monthly
         payments equal to the interest accruing on the unpaid balance of the
         Restructured Senior Secured Claims.  In addition to the payments set
         forth in Section 6.1.1.C., 6.1.1.E. and 6.1.1.F. of the Plan, the
         Holders of the Restructured Senior Secured Claims shall receive a Pro
         Rata share of the following principal payments:

<TABLE>
<CAPTION>

================================================================ == ==================================================
<S>                                                              <C>
Payment Date                                                        Payment Amount
December 31, 2003                                                           $200,000
April 1, 2004                                                             $1,250,000
July 1, 2004                                                              $1,250,000
October 1, 2004                                                           $1,250,000
December 31, 2004                                                         $1,250,000
April 1, 2005                                                             $1,500,000
July 1, 2005                                                              $1,500,000
October 1, 2005                                                           $1,500,000
December 31, 2005                                                         $1,500,000
April 1, 2006                                                             $2,000,000
July 1, 2006 (if prior to the date that is three years from               $2,000,000
the Effective Date)

October 1, 2006 (if prior to the date that is three years from            $2,000,000
Effective Date)

Three years from the Effective Date                                 Unpaid Balance Owed
================================================================ == ==================================================
</TABLE>


A. Reallocation of Plan Sponsor Adequate Protection Payments to Debt Service.
Within five (5) Business Days after the Effective Date, the Holders of the
Restructured Senior Secured Claims shall receive payments in a total amount
equal to the aggregate amount of the Plan Sponsor Adequate Protection Payments.
Such payments shall be made: (i) by the DDJCM Entities, in an amount equal to
the Plan Sponsor Adequate Protection Payments actually received by the DDJCM
Entities on account of the DDJCM Initial Allowed Secured Claims; (ii) by the LL
Entities, in an amount equal to the Plan Sponsor Adequate Protection Payments
actually received by the LL Entities; and (iii) by the Reorganized Debtors, in
an amount equal to the total aggregate amount of the Plan Sponsor Adequate
Protection Payments minus the aggregate amount of payments to be made by the
DDJCM Entities and the LL Entities under the immediately preceding subsections
(i) and (ii), respectively, of this Section 6.1.1.E. Such payments shall be
applied against the principal amount of the Restructured Senior Secured Claims
in the inverse order of maturity.

B. Application of Excess Cash to Principal  Amortization of Restructured  Senior
Secured Claims. Excess Cash for each year shall be measured as of December 31 of
that year,  commencing  with the year in which the Effective Date occurs,  until
the maturity date provided in Section 6.1.1.I below; provided that for 2003, the
period measured shall be from the effective date of the New Credit  Agreement to
December 31, 2003. The Reorganized  Debtors shall provide reports of Excess Cash
to the Holders of the  Restructured  Senior Secured  Claims  pursuant to audited
financial  statements and the reporting  package delivered on or before April 30
of the year  following  the year for which  Excess Cash is  calculated.  On each
Excess Cash Payment Date  following  December 31 of a year for which Excess Cash
is  determined,  the  Reorganized  Debtors  shall  pay  to  the  Holders  of the
Restructured  Senior  Secured  Claims an amount  equal to the lesser of: (x) the
Excess  Cash  Due for any  prior  year;  and (y) the  amount  by  which  Company
Liquidity  exceeds Minimum Company  Liquidity  (determined as of the immediately
preceding  quarter  end).  Any  Excess  Cash Due not paid on such date  shall be
deferred to the next Excess Cash Payment Date.  Notwithstanding  anything to the
contrary  contained in this Plan,  the principal  payments to the Holders of the
Restructured  Senior Secured Claims under Sections  6.1.1.C.  (both the proceeds
from the exercise of the Class 6 Warrants and the additional  $500,000,  in each
case if applicable) and 6.1.1.E. (the Plan Sponsor Adequate Protection Payments)
shall not be subtracted from EBITDA for purposes of calculating "Excess Cash."

C. Discount of PIK Fee for Early Payment of Restructured Senior Secured Claims.
If the Restructured Senior Secured Claims are paid in full on or before any
payoff date specified below, the accrued PIK Fees that are included in the
Restructured Senior Secured Claims shall be discounted and waived by the
percentage of such PIK Fees listed below, and the amount necessary to pay off
the Restructured Senior Secured Claims in full at that payoff date shall be
determined by deducting the discounted and waived PIK Fees set forth below from
the aggregate amount of the unpaid Restructured Senior Secured Claims:

<TABLE>
<CAPTION>

============================================================================== ========== ============================
<S>                                                                                                    <C>
Payoff Off Date                                                                                              Discount
Prior to the ninth (9th) month after the Effective Date                                                          100%
From the ninth (9th) month after the Effective Date through the fifteenth
(15th) month after the Effective Date                                                                             75%
From sixteenth (16th) month after the Effective Date through the
twenty-fourth (24th) month after the Effective Date                                                               50%
From the twenty-fifth (25th) month after the Effective Date through the
thirtieth (30th) month after the Effective Date                                                                   25%
After the thirtieth (30th) month after the Effective Date                                                          0%
============================================================================== ========== ============================
</TABLE>


D. Capital Expenditures  Covenant.  Until the Restructured Senior Secured Claims
are paid in full,  the  Reorganized  Debtors  shall be  prohibited  from  making
capital  expenditures in excess of the following amounts in the following years:
(a) $7,100,000  during 2003; (b) $9,000,000  during 2004; (c) $8,000,000  during
2005; and (d) $8,400,000 during 2006.

E. Maturity Date. The Restructured Senior Secured Claims shall be paid in full,
subject to the PIK Fee discounts (if applicable) on or before the third
anniversary date of the Effective Date.

F.  Covenants.  In addition to the Capital  Expenditure  Covenant  (set forth in
Section  6.1.1.H.),  the  covenants  specified  in Exhibit  "A" hereto  shall be
included in the New Credit Agreement. Covenants shall be set off of the Debtors'
Business  Plan  delivered to the Bank Lenders and other Class 1 Claim holders by
October  31,  2003,  and  reporting  for all  covenants  shall  be  pursuant  to
quarter-end  statements  delivered on the  forty-fifth  (45th) day following the
quarter end. All of the financial  covenants shall apply as of and after January
1, 2004 (with the testing  period to begin March 31, 2004),  and shall be set at
85% of the Debtors' Business Plan other than maximum capital  expenditures which
shall  be set at  100%  of  the  Debtors'  Business  Plan.  Notwithstanding  the
foregoing,  the EBITDA financial  covenants shall also apply as of and after the
Effective  Date  through  the portion of the year 2003 which  remains  after the
Effective  Date  with  such  EBITDA  financial  covenants  to be fixed at 75% of
Business Plan (with a testing period at December 31, 2003).

G. Lien Rights.  The  Restructured  Senior  Secured  Claims shall continue to be
secured by a first priority lien on all assets of the Reorganized  Debtors after
the  Effective  Date,  which shall rank pari passu with the first  priority lien
granted to secure the  obligations  of the  Reorganized  Debtors  under the Exit
Facility.

H. Prepayment Right. The Reorganized Debtors shall have the right to prepay the
Restructured Senior Secured Claims at any time, without penalty.

I. Cancellation of Senior Secured Credit  Agreements.  The Senior Secured Credit
Agreements  (including,  without  limitation,  any related notes in favor of the
Senior Secured Lenders) shall be cancelled as of the Effective Date.

J.  Continued  Effectiveness  of  Subordination   Agreements.   Except  for  any
contractual subordination rights that may otherwise exist with respect to Claims
of, or the  distributions  to be made to, Holders of Senior  Subordinated  Notes
under the Plan (which subordination rights are eliminated by this Plan), nothing
in this Plan is  intended  to affect  the  enforceability  of any  subordination
agreement  entered into prior to the Effective  Date by any Creditor or group of
Creditors  in favor of any  other  Creditor  of any  Debtor  in  respect  of any
obligations  owing by any Debtor.  Without in any manner limiting the generality
of  the  foregoing,  pursuant  to  section  510  of  the  Bankruptcy  Code,  the
subordination  of  certain  obligations  of the  Debtors  to  sellers  of dental
practices  or others  (including,  without  limitation  the  Assumed  Seller and
Earnout Obligations) to the Bank Lenders under the New Credit Agreement, as well
as to the lenders under the Exit Facility shall be unaffected by this Plan.

6.1.2 Class 1.2 -- Senior Secured Claims of DDJCM Entities Other Than DDJCM
Post-Petition Senior Secured Claims. DDJCM shall receive shares of New Class A
Preferred Stock with a liquidation preference equal to the sum of: (a) the
principal amount of the Senior Secured Claims held by the DDJCM Entities as of
the Petition Date (which excludes the DDJCM Post-Petition Senior Secured Claims)
and any accrued and unpaid interest thereon as of the Petition Date; (b) all
accrued and unpaid interest on the Senior Secured Claims held by the DDJCM
Entities as of the Petition Date, from the Petition Date through the Effective
Date, at the non-default contract rate; (c) all accrued and unpaid PIK Fees on
or included in the Senior Secured Claims held by the DDJCM Entities as of the
Petition Date; and (d) accumulated and unpaid dividends on the New Class A
Preferred Stock issued to DDJCM. The New Class A Preferred Stock issued to DDJCM
will be convertible into shares of New Class A Common Stock representing sixty
percent (60%) of the New Common Stock minus, if and only if Class 4.1 rejects
the Plan and receives New Class C Common Stock, that number of shares of New
Class A Common Stock (if any) which equals the Class 1.3 Anti-Dilution Adjuster;
such New Class A Common Stock shall be subject to certain transfer restrictions
and to dilution only by New Class C Common Stock issuable upon exercise of the
New Warrants and options granted under any management incentive plan.

6.1.3    Class 1.3 -- Senior Secured Debt Claim of the LL Entities.  The LL
Entities will receive the following:

                  New Class B Preferred Stock.  Shares of New Class B Preferred
         Stock with a liquidation preference equal to the sum
         of: (i) the principal amount of the Senior Secured Claims held by the
         LL Entities and any accrued and unpaid interest thereon as of the
         Petition Date; (ii) all accrued and unpaid interest on the Senior
         Secured Claims held by the LL Entities from the Petition Date through
         the Effective Date at the non-default contract rate; (iii) all accrued
         and unpaid PIK Fees on or included in the Senior Secured Claims held by
         the LL Entities as of the Petition Date; and (iv) accumulated and
         unpaid dividends on the New Class B Preferred Stock issued to the LL
         Entities. The New Class B Preferred Stock issued to the LL Entities
         shall be convertible into shares of New Class B Common Stock
         representing thirteen and eight tenths percent (13.8%) of the New
         Common Stock plus, if and only if Class 4.1 rejects the Plan and
         receives New Class C Common Stock, that number of shares of New Class B
         Common Stock (if any) which equals the Class 1.3 Anti-Dilution
         Adjuster; such New Class B Common Stock shall be subject to certain
         transfer restrictions and to dilution only by New Class C Common Stock
         issuable upon exercise of the New Warrants and options granted under
         any management incentive plan.

                  New Warrants.  All of the New Warrants.

6.2 Class 2.1 through Class 2.18. Each Holder of an Allowed Secured Capital
Lease Claim and of any Allowed Secured Claims not otherwise classified ("Other
Allowed Secured Claim") shall be treated as follows under the terms of the Plan
at the election of the Debtors:

A. Option 1. The Allowed Secured Claim shall be paid in full through forty eight
(48) equal monthly installments of principal equal to the claimant's Allowed
Secured Capital Lease Claim or Other Allowed Secured Claim, plus interest,
calculated at the rate of two and one half percentage points (2.5%) over the
prime rate of interest as published in the Wall Street Journal on the Effective
Date, in full satisfaction of such Claim, but may be prepaid at any time without
penalty or other charge. The claimant's Allowed Secured Capital Lease Claim or
Other Allowed Secured Claim shall continue to be secured by the claimant's
existing Lien on its collateral. Upon full satisfaction of the claimant's
Allowed Secured Capital Lease Claim or Other Allowed Secured Claim, the
claimant's Lien on the associated collateral shall be released and the
applicable Debtor shall retain title to such collateral free and clear of all
Liens, claims and encumbrances. The claimant's Allowed Deficiency Claim shall be
treated as an Allowed Class 4 Claim.

B. Option 2. The claimant's collateral shall be returned to the claimant on the
Effective Date in full satisfaction of such claimant's Allowed Secured Capital
Lease Claim or Other Allowed Secured Claim. The claimant's Allowed Deficiency
Claim shall be treated as an Allowed Class 4 Claim.

C. Option 3. The legal, equitable and contractual rights to which the Allowed
Secured Capital Lease Claim or Allowed Other Secured Claim entitles the Holder
shall be left unaltered.

D. Option 4.  Notwithstanding  any contractual  provision or applicable law that
entitles the Holder of the Allowed  Secured Capital Lease Claim or Allowed Other
Secured Claim to demand or receive  accelerated  payment of such Claim after the
occurrence  of a  default:  (A) any such  default  shall be cured,  other than a
default of a kind specified in section 365(b)(2) of the Bankruptcy Code; (B) the
maturity of such Claim shall be reinstated as such maturity  existed before such
default;  (C) the  Holder of such Claim  shall be  compensated  for any  damages
incurred  as a  result  of any  reasonable  reliance  by  such  Holder  on  such
contractual  provision or such applicable  law; and (D) the legal,  equitable or
contractual  rights to which such Claim  entitles the Holder of such Claim shall
not otherwise be altered.

E. Option 5. The Allowed  Secured  Capital Lease Claim or Other Allowed  Secured
Claim shall be paid in Cash on the Effective Date.

                  The foregoing treatment shall be in full satisfaction of the
         Class 2 claimants' Allowed Secured Capital Lease Claims and any Other
         Allowed Secured Claims.

6.3      Class 3 - Allowed Priority Claims.

6.3.1 In General. Certain Holders of Priority Claims that are referred to in
Bankruptcy Code sections 507(a)(3), (4), (5), (6), and (7) are required to be
placed in classes. These types of claims are entitled to priority treatment. The
Bankruptcy Code requires that each holder of such a claim receive cash on the
effective date of a Chapter 11 plan equal to the allowed amount of such claim.
However, a class of unsecured priority claim holders may vote to accept deferred
cash payments of a value, as of the effective date, equal to the allowed amount
of such claims.

6.3.2 Treatment. Each Holder of an Allowed Priority Claim in Class 3 shall be
paid (a) the full amount of such Allowed Priority Claim in Cash on the later of
(i) the Effective Date, (ii) the date such Claim becomes an Allowed Priority
Claim or (iii) the date such Allowed Priority Claim becomes payable in
accordance with the terms governing such Allowed Priority Claim, or (b) upon
such other less favorable terms as may be agreed to by such Holder and the
Reorganized Debtors.

6.4      Allowed Unsecured Claims Not Classified in Class 5 or Class 6.

6.4.1 Class 4.1- Allowed Unsecured Claims Not Classified in Class 5 or Class 6
Other Than the Claim of Amerident. Class 4.1 consists of all Allowed Unsecured
Claims which are not classified in Class 5 or Class 6 other than the Claim of
Amerident. A. Distribution If Class 4.1 Accepts the Plan. If and only if Class
4.1 accepts the Plan, each Holder of an Allowed Class 4.1 Claim shall receive,
on account of and in full satisfaction of such Holder's Allowed Class 4.1 Claim,
Cash in an amount equal to such Holder's Pro Rata share of the Class 4.1
Distribution Amount. In addition, if and only if Class 4.1 accepts the Plan, the
Debtors will release each Holder of an Allowed Class 4.1 Claim from any and all
claims under 11 U.S.C. ss.547, effective as of the Effective Date.

B. Distribution if Class 4.1 Rejects the Plan. If and only if Class 4.1 rejects
the Plan, each Holder of an Allowed Class 4.1 Claim shall receive shares of New
Class C Common Stock, which are subject to certain transfer restrictions
contained in the New Shareholders' Agreement and the Amended and Restated
InterDent Certificate of Incorporation, in an amount equal to that number of
shares of New Class C Common Stock which is the product of multiplying the
Initial New Common Stock Issuance by a fraction, the numerator of which is such
Holder's Allowed Class 4.1 Claim, and the denominator of which is the sum of:
(x) the aggregate amount of all Allowed Class 4.1 Claims, plus (y) the aggregate
amount of the Allowed Class 5 Claims.

         The foregoing treatment shall be in full satisfaction of the Class 4.1
claimants' Allowed Class 4.1 Claims. Distributions to Class 4.1 claimants shall
be made on the later of the following dates: (i) thirty (30) days after the
Effective Date, and (ii) with respect to Disputed Class 4.1 Claims, the
Distribution Date provided by Section 10.2 hereof.

6.4.2 Class 4.2- Allowed  Unsecured  Claims of Amerident.  Class 4.2 consists of
all Allowed  Unsecured  Claims of Amerident.  The Holder of the Class 4.2 Claims
shall  receive  Cash in the amount of  $500,000  within five (5)  Business  Days
following  the  Effective  Date on account of and in full  satisfaction  of such
Holder's Class 4.2 Claim.

6.5 Class 5 - Senior Subordinated Note Claims. Class 5 consists of the Allowed
Claims under the Senior Subordinated Notes and the Senior Subordinated Note
Agreement. If and only if Class 4.1 rejects the Plan, the Holder of the Allowed
Class 5 Claims shall receive the number of shares of New Class C Common Stock
which remains after deducting the number of shares of New Class C Common Stock
issued to the Holders of Allowed Class 4.1 Claims from the Initial New Common
Stock under Section 6.4.1.B. If and only if Class 4.1 accepts the Plan, the
Holder of the Allowed Class 5 Claim shall receive 100% of the Initial New Common
Stock Issuance.

6.6 Class 6 - Convertible Subordinated Note Claims. Class 6
consists of Allowed Claims under the Convertible Subordinated Notes and the
Convertible Subordinated Notes Agreement. If Class 6 accepts the Plan, holders
of Allowed Class 6 Claims who comply with Section 8.11 of the Plan to establish
that they are Qualified Investors shall receive, on a Pro Rata basis among them,
Class 6 Warrants enabling them to purchase, in the aggregate, such number of
shares of New Class C Common Stock, subject to certain transfer restrictions, as
would constitute, when added to the Initial New Common Stock Issuance, three
percent of the sum of the New Class C Common Stock issuable upon conversion of
all Class 6 Warrants and the Initial New Common Stock Issuance. Each Class 6
Warrant may be exercised immediately following the Effective Date and must be
exercised (and shall expire) no later than five (5) Business Days after the
Effective Date and shall entitle the holder to purchase one share of New Class C
Common Stock at a strike price equal to the Warrant Exercise Price. The
foregoing treatment shall be in full satisfaction of all Allowed Class 6 claims.
If Class 6 does not accept the Plan or any Class 6 Holder does not satisfy the
requirements of Section 8.11, Allowed Class 6 Claims shall be extinguished under
the Plan, and the Holders of Class 6 Claims shall not receive or retain any
property on account of such Claims.

6.7  Class 7 -  Existing  Preferred  Stock.  Class  7  consists  of the  Allowed
Interests of all holders of the Existing Preferred Stock, or any other preferred
stock issued by InterDent.  The Interests of the Class 7 Interest  Holders shall
be  extinguished  under the Plan, and the Holders of Class 7 Interests shall not
receive or retain any property on account of such Interests.

6.8 Class 8 - Existing  InterDent Common Stock.  Class 8 consists of the Allowed
Interests of all Holders of Existing  InterDent  Common Stock.  The Interests of
the Class 8  Interest  Holders  shall be  extinguished  under the Plan,  and the
Holders of Class 8 Interests shall not receive or retain any property on account
of such Interests.

6.9 Class 9 - ISC Common Stock. Class 9 is comprised of the Interests of
InterDent as the holder of all of the common stock of ISC. Although the Holders
of Class 9 Interests shall not receive or retain any property on account of such
Interests, Reorganized InterDent shall retain all of the common stock of ISC
under the Plan, in part, in consideration for the consent of the DDJCM Entities
and the LL Entities to the termination under the Plan of the Claims and Liens
which they hold against ISC under the Senior Secured Credit Agreements, in their
capacities as the Holders of Senior Secured Claims. (DDJCM and the LL Entities
also shall receive additional consideration under the Plan for their Liens,
Claims, the DIP Facility, the Exit Facility and their participation in the
formulation of the Plan, as more fully set forth in various Sections of this
Plan, including, inter alia, Sections 4.1.1, 6.1.2, 6.1.3, 6.5 and 8.12, 9.2.2
and Article XIII. of the Plan.)

                                   VII.

                       ACCEPTANCE OR REJECTION OF THE PLAN

7.1 Introduction. PERSONS OR ENTITIES CONCERNED WITH CONFIRMATION OR THIS PLAN
SHOULD CONSULT WITH THEIR OWN ATTORNEYS BECAUSE THE LAW ON CONFIRMING A PLAN OF
REORGANIZATION IS VERY COMPLEX. The following discussion is intended solely for
the purpose of alerting readers about basic confirmation issues, which they may
wish to consider, as well as certain deadlines for filing claims. The Debtors
and Co-Sponsors CANNOT and DO NOT represent that the discussion contained below
is a complete summary of the law on this topic.

         Many requirements must be met before the Bankruptcy Court can confirm a
Plan. Some of the requirements include that the Plan must be proposed in good
faith, acceptance of the Plan, whether the Plan pays Creditors at least as much
as Creditors would receive in a Chapter 7 liquidation, and whether the Plan is
feasible. The requirements described herein are not the only requirements for
confirmation.

7.2 Who May Object to Confirmation of the Plan. Any party in interest may object
to the confirmation of the Plan, but as explained below not everyone is entitled
to vote to accept or reject the Plan.

7.3 Who May Vote to Accept/Reject  the Plan. A creditor or interest holder has a
right to vote for or against the Plan if that creditor or interest  holder has a
claim  which  is both  (1)  allowed  or  allowed  for  voting  purposes  and (2)
classified in an impaired class.

7.3.1 What Is an Allowed Claim/Interest. As noted above, a Creditor or Interest
Holder must first have an Allowed Claim or Allowed Interest to vote. These terms
are defined in Sections 2.1.6 and 2.1.7 of this Plan.

7.3.2 What Is an  Impaired  Class.  A class is  impaired  if the plan alters the
legal,  equitable,  or  contractual  rights of the claims or  interests  in that
class,  other  than the right to  accelerate  the claim  upon  certain  kinds of
defaults. In this case, the Debtors believe that all Classes are impaired except
Class 3.

7.3.3 Who is Not Entitled to Vote. The following four types of claims are not
entitled to vote: (1) claims that have been disallowed; (2) claims in unimpaired
classes; (3) claims entitled to priority pursuant to Bankruptcy Code sections
507(a)(1), (a)(2), and (a)(8); and (4) claims in classes that do not receive or
retain any value under a Chapter 11 plan. Claims in unimpaired classes are not
entitled to vote because such classes are deemed to have accepted the plan.
Claims entitled to priority pursuant to Bankruptcy Code sections 507(a)(1),
(a)(2), and (a)(7) are not entitled to vote because such claims are not placed
in classes and they are required to receive certain treatment specified by the
Bankruptcy Code. Claims in classes that do not receive or retain any property
under the plan do not vote because such classes are deemed to have rejected the
plan. In this case, the Debtors believe that all Classes are entitled to vote
except Class 3, Class 7, and Class 8. Class 7 and Class 8 are not receiving or
retaining any property under the Plan; accordingly they are deemed to have voted
to reject the Plan. Class 3 is unimpaired under the Plan and consequently is not
entitled to vote, because it is conclusively deemed to have accepted the Plan.

         EVEN IF YOUR CLAIM IS OF THE TYPE DESCRIBED ABOVE, YOU MAY STILL HAVE A
RIGHT TO OBJECT TO THE CONFIRMATION OF THE PLAN.

7.3.4 Who Can Vote in More  Than One  Class.  A  creditor  whose  claim has been
allowed in part as a secured claim and in part as an unsecured claim is entitled
to accept or reject a plan in both  capacities  by  casting  one  ballot for the
secured part of the claim and another  ballot for the unsecured  claim.  Also, a
creditor may  otherwise  hold claims in more than one class (such as a Holder of
Senior Secured  Claims and  Subordinated  Note Claims),  and may vote the claims
held in each class.

7.3.5  Votes  Necessary  for a Class to Accept  the  Plan.  A class of claims is
deemed to have  accepted  a Chapter  11 plan  when more than  one-half  (1/2) in
number  and at least  two-thirds  (2/3) in  dollar  amount  of the  claims  that
actually voted,  vote to accept the plan. A class of interests is deemed to have
accepted  the plan when  holders of at least  two-thirds  (2/3) in amount of the
interest-holders of such class which actually vote, vote to accept the Plan.

7.3.6 Treatment of Nonaccepting Classes. As noted above, even if there are
impaired classes that do not accept a proposed Chapter 11 plan, a bankruptcy
court may nonetheless confirm the plan if the nonaccepting classes are treated
in the manner required by the Bankruptcy Code and at least one impaired class of
claims accepts the plan. The process by which a plan may be confirmed and become
binding on non-accepting classes is commonly referred to as "cramdown." The
Bankruptcy Code allows the plan to be "crammed down" on nonaccepting classes of
claims or interests if it meets all statutory requirements except the voting
requirements of 1129(a)(8) and if the plan does not "discriminate unfairly" and
is "fair and equitable" with respect to each impaired class that has not voted
to accept the plan, as set forth in 11 U.S.C. ss. 1129(b) and applicable case
law.

7.3.7 Request for Confirmation Despite Nonacceptance by Impaired Class(es).  The
parties  proposing this Plan will ask the Bankruptcy  Court to confirm this Plan
by  cramdown  on any  impaired  Class if such  Class does not vote to accept the
Plan.

                                    VIII.

                         MEANS FOR IMPLEMENTING THE PLAN

8.1 Introduction. This section is intended to explain the means through which
the Debtors intend to effectuate the recapitalization and reorganization
provided for under the Plan, and it addresses how the Debtors intend to fund the
obligations to creditors undertaken in the Plan. It provides information
regarding prospective corporate governance, funding sources for Plan
obligations, the new equity interests being issued pursuant to the Plan, and
other material issues bearing upon the performance of the Plan.

8.2 The Reorganized Debtors. Each of the Debtors shall, as Reorganized Debtor,
continue to exist after the Effective Date of a Plan as a separate legal entity,
with all of the powers of a corporation under the laws of their respective
states of incorporation, and without prejudice to any right to alter or
terminate such existence (whether by merger, acquisition, or otherwise) under
such applicable state law. Each Reorganized Debtor shall continue to have all
corporate powers and rights accorded to the same under the laws of the
jurisdiction of its incorporation, its Amended and Restated Articles of or
Certificate of Incorporation or Charter and its Amended and Restated By-Laws.

8.3 Issuance of New InterDent Securities And Options Under Management Incentive
Plan. On the Effective Date, Reorganized InterDent shall be deemed to have
authorized the issuance of the New Common Stock, the New Preferred Stock, the
New Warrants, options granted under the management incentive plan, and the Class
6 Warrants, each in accordance with the Plan, consistent with the Amended and
Restated Articles of Incorporation for Reorganized InterDent and the other Plan
Documents. All shares of New Common Stock and New Preferred Stock issued
pursuant to the Plan, and all New Class C Common Stock issued upon the exercise
of the New Warrants, options granted under the management incentive plan, and
the Class 6 Warrants, will be, upon such issuance, validly issued, and
non-assessable and upon payment of any applicable Warrant or option exercise
price, fully paid.

8.4 Amended and Restated Articles or Certificate of Incorporation or Charter and
Bylaws.  As of the Effective Date, the Articles of  Incorporation of Reorganized
ISC shall be the Amended and  Restated ISC  Articles of  Incorporation,  and the
Certificate of Reorganization of Reorganized  InterDent shall be the Amended and
Restated  InterDent  Certificate of  Incorporation,  substantially  in the forms
attached to the Plan  Documentary  Supplement  as of  Exhibits.  The Amended and
Restated  Articles or Certificate of Incorporation  of each  Reorganized  Debtor
will,  among  other  provisions,  prohibit  the  issuance  of non voting  equity
securities to the extent required by section  1123(a)(6) of the Bankruptcy Code.
As of the Effective Date, the bylaws of each of the Reorganized Debtors shall be
the Amended  and  Restated  Bylaws  substantially  in the form of the  exemplary
documents included as Attached to the Plan Documentary Supplement as an Exhibit.
The Amended and Restated  Articles or Certificate of  Incorporation  and Amended
and Restated Bylaws of each  Reorganized  Debtor shall be deemed effective as of
the Effective Date by virtue of the Confirmation Order, without the need for any
corporate, director or stockholder action.

8.5      Management/Board of Directors.

8.5.1 Appointment of New Directors on the Effective Date. On the Effective Date,
the operation of the Reorganized Debtors shall become the general responsibility
of the Reorganized Debtors' newly constituted Boards of Directors (the "New
Boards"), who shall thereafter have the responsibility for the management and
control of the Reorganized Debtors. As of the Effective Date, the New Boards
shall consist of five (5) members, three (3) individuals to be appointed by
DDJCM and two (2) individuals to be appointed by an LL Entity, each of whom will
be identified in the Plan Documentary Supplement.

8.5.2 Election of Future Directors. With respect to future elections of
directors to the Board of Directors of Reorganized InterDent, the holders of the
New Class A Preferred Stock and the holders of the New Class A Common Stock,
voting together as a class, shall be entitled to nominate three members of the
Board of Directors to stand for election and the holders of the New Class B
Preferred Stock and the holders of the New Class B Common Stock, voting together
as a class, shall be entitled to nominate two members of the Board of Directors
to stand for election. No other nominees shall be accepted. Holders of New
Preferred Stock and New Common Stock shall vote together as one class with
respect to the election of directors for the Board of Directors of Reorganized
InterDent; provided, that holders of New Preferred Stock, New Class A Common
Stock and New Class B Common Stock shall be entitled to the additional per share
voting rights set forth in this Plan and the Amended and Restated InterDent
Certificate of Incorporation. Election of directors to the Board of Directors of
Reorganized ISC shall be by majority vote of the entire Board of Directors of
Reorganized InterDent. A director may only be removed from office by the persons
or holders of the class(s) of shares that nominated such director, and any
vacancy, however created, in the Board of Directors may only be filled by the
persons or holders of the class(s) of shares that nominated the previous
incumbent of such vacancy.

8.5.3 Initial Senior Officers. The initial senior officers of each of the
Reorganized Debtors as of the Effective Date shall include Wayne Posey, Chief
Executive Officer, and Ivar Chhina, Chief Operating Officer, pursuant to new
management contracts the terms of which have been agreed upon by the Co-Sponsors
and these officers.

8.6 Corporate Actions. On the Effective Date, all actions contemplated by the
Plan shall be deemed authorized and approved in all respects (subject to the
provisions of the Plan) by virtue of the entry of the Confirmation Order, in
accordance with the Bankruptcy Code and applicable State law (including but not
limited to section 303 of the Delaware General Corporations Law, to the extent
applicable, and any analogous provision of the business corporation law or code
of each other State in which any Reorganized Debtor is incorporated or
organized) and without any requirement of further action by the stockholders,
officers or directors of the Debtors or the Reorganized Debtors, including,
without limitation, the following: (a) the adoption and the filing with the
Secretaries of State of the States of Delaware and Washington or other
applicable State of incorporation of the Amended and Restated Articles or
Certificate of Incorporation; (b) the adoption of the Amended and Restated By
Laws; (c) the issuance by Reorganized InterDent of the New Common Stock, the New
Preferred Stock, the New Warrants and the Class 6 Warrants; (d) the cancellation
of the Existing InterDent Common Stock and the Existing Preferred Stock; (e) the
execution and the delivery of, and the performance under, each of the Plan
Documents and all documents and agreements contemplated by or relating to any of
the foregoing; (f) the removal of all members of the respective Boards of
Directors of the Debtors and the election of all members of the Boards of
Directors of the Reorganized Debtors designated pursuant to the Plan; and (g)
the execution, delivery and filing of any form required to cause the
de-registration of the Existing InterDent Common Stock. All matters provided for
under the Plan involving the corporate structure of the Debtors or Reorganized
Debtors and any corporate action required by the Debtors or by Reorganized
Debtors in connection with the Plan shall be deemed to have occurred and shall
be in effect pursuant to the Bankruptcy Code, without any requirement of further
action by the shareholders, officers or directors of the Debtors or Reorganized
Debtors. On the Effective Date, the appropriate officers of the Reorganized
Debtors are authorized and directed to execute and to deliver the Plan Documents
and any other agreements, documents and instruments contemplated by the Plan or
the Plan Documents in the name and on behalf of the Reorganized Debtors.

8.7 Revesting in, and Transfers to, Debtors of Assets. Except as otherwise
specifically provided in the Plan, on the Effective Date, all property and
rights of the Estates of the Debtors shall revest in, or be transferred to, each
of the Debtors whose Estates owned or held such property or right immediately
prior to the Effective Date, free and clear of all Claims, Liens, charges,
encumbrances, rights and Interests of Creditors and equity security holders.
Such property and rights to be revested in, or transferred to, the Debtors
include property and rights of every kind and nature, including, without
limitation, all of the claims (including derivative claims) that are asserted in
the Amerident Litigation, all other alter ego or derivative claims existing as
of the Effective Date, and all other claims accruing to the Debtors or their
Estates under sections 502(d), 541, 544, 545, 547, 548, 549, 550, or 551 of the
Bankruptcy Code. As of the Effective Date, the Reorganized Debtors may operate
their businesses and use, acquire, and dispose of property and settle and
compromise Claims or Interests without the supervision of, or any authorization
from, the Bankruptcy Court or the United States Trustee, and free of any
restriction of the Bankruptcy Code or Bankruptcy Rules, other than those
restrictions specifically provided for in the Plan or the Confirmation Order. As
of the Effective Date, all property of the Reorganized Debtors shall be free and
clear of all Claims, Liens, encumbrances, and other interests of Creditors and
Holders of Interests, except as otherwise expressly provided herein.

8.8 Cancellation of Existing Securities and Agreements. On the Effective Date,
except as otherwise specifically provided for in the Plan, (a) all existing
Interests and any note, bond, indenture, or other instrument or document
evidencing or creating any indebtedness or obligation of or ownership interest
in the Debtors, including, without limitation, the Existing InterDent Common
Stock, the Existing Preferred Stock, the Senior Secured Credit Agreements, the
Senior Subordinated Note Agreements, the Senior Subordinated Notes, the
Convertible Subordinated Notes Agreement, and the Convertible Subordinated
Notes, will be cancelled, and (b) the obligations of, Claims against, and/or
Interests in the Debtors under, relating, or pertaining to any agreements,
indentures, certificates of designation, bylaws, or certificate or articles of
incorporation or similar documents governing existing Interests and any note,
bond, indenture, or other instrument or document evidencing or creating any
indebtedness or obligation of the Debtors, as the case may be, including,
without limitation, the Existing InterDent Common Stock, the Existing Preferred
Stock, the Senior Secured Credit Agreements, the Senior Subordinated Note
Agreements, the Senior Subordinated Notes, the Convertible Subordinated Notes
Agreement, and the Convertible Subordinated Notes, will be released and
discharged. Notwithstanding anything in this Section 8.8 to the contrary, any
subordination provisions contained in any note, bond, indenture, agreement,
instrument or other document that is subject to cancellation under this Section
8.8 shall remain in full force and effect to the extent (and only to the extent)
provided in Section 6.1.1.N, as if the subject note, bond, indenture, agreement,
instrument or document had not been cancelled under this Section 8.8.

8.9 Issuance of New Preferred Stock. On the Effective Date, the New Class A
Preferred Stock shall be issued to DDJCM, and the New Class B Preferred Stock
shall be issued to an LL Entity, as required by Sections 6.1.2 and 6.1.3 of the
Plan.

8.10 Issuance of New Common Stock/Transfer Restriction/Forced Sale. On the
Effective Date, or as soon thereafter as practicable, New Class C Common Stock
comprising the Initial New Common Stock Issuance will be issued to the Holders
of Allowed Class 5 Claims and, if Class 4.1 rejects the Plan, to the Holders of
Allowed Class 4.1 Claims in accordance with the provisions of Sections 6.4.1.B
and 6.5 of this Plan, subject to an appropriate reserve for Disputed Claims in
Class 4. The holders of New Class C Common Stock, the New Warrants, the Class 6
Warrants, and any other warrants, options or other securities exercisable or
convertible into shares of New Class C Common Stock (collectively, "New Class C
Equity Securities"), shall be automatically bound, without the need of any
further action by such holders, the Reorganized Debtors or any other party, by
the terms, provisions and conditions of the New Shareholders' Agreement. As more
specifically set forth in the Amended and Restated InterDent Certificate of
Incorporation and the New Shareholders' Agreement, subject to certain
exceptions, holders of New Class C Equity Securities may not, without the
consent of Reorganized InterDent, sell, assign, transfer, pledge, lien,
hypothecate, encumber or otherwise dispose of in any other manner (collectively,
a "Transfer," and any holder of New Class C Equity Securities who proposes to
make a Transfer being a "Transferor") all or any part of or any interest in such
securities now or hereafter owned or held by a Transferor to any person
("Transferee") unless (i) the Transferee is an Affiliate of such holder and the
Transferor Transfers all of the New Class C Equity Securities held by the
Transferor to the Affiliate and the Affiliate agrees in writing to by bound by
the provisions of the Amended and Restated InterDent Certificate of
Incorporation and the New Shareholders' Agreement or (ii) the Transfer is in the
nature of a bona-fide pledge, lien, or encumbrance of or against all of the
shares of New Class C Equity Securities owned by such holder in favor of a
Transferee if the Transferee is a federally insured banking institution or other
national financial institution and such Transferee in writing agrees to by bound
by the provisions of the Amended and Restated InterDent Certificate of
Incorporation and the New Shareholders' Agreement. Any other Transfer by a
Transferor will require the written consent of Reorganized InterDent, and such
consent may not be given if, as reflected on the books of Reorganized InterDent,
at the time of the proposed Transfer, and after giving effect to the proposed
Transfer, the number of existing record holders of New InterDent Securities is
more than the number of record holders of New InterDent Securities that existed
on the Effective Date; provided that any proposed Transfer will be subject, as
more specifically set forth in the Amended and Restated InterDent Certificate of
Incorporation and the New Shareholders' Agreement, to rights of first offer and
first refusal in favor of the holders of the New Preferred Stock on a pro rata
basis.

         As more specifically set forth in the Amended and Restated InterDent
Certificate of Incorporation and the New Shareholders' Agreement, holders of New
Class C Common Stock and New Warrants are required to sell their shares in
certain circumstances. In the event that the holders of the New Class A
Preferred Stock and New Class A Common Stock elect ("Proposing Shareholders") to
sell all of their shares to an unrelated, third party on an arms-length basis,
then all holders of New Class C Common Stock and New Warrants (the "Remaining
Shareholders") shall be required, if so demanded by the Proposing Shareholders,
to sell all of their shares and warrants in Reorganized InterDent to such third
party at the same price and upon the same terms and conditions as the Proposing
Shareholders.

8.11 Issuance of New Warrants and Class 6 Warrants.  On the Effective  Date, the
New Warrants will be issued to an LL Entity in accordance with the provisions of
Section 6.1.3.B of the Plan. With respect to the Class 6 Warrants, to ensure the
availability of an appropriate  exemption from state and federal securities laws
registration  if Bankruptcy  Code ss. 1145 were  determined not to apply to such
Class 6 Warrants, to be entitled to distribution thereof, a Holder of an Allowed
Class 6 Claim must execute and deliver to the Debtors,  through  their  counsel,
the  completed  Investor  Qualification  Materials  not later than ten (10) days
prior to the Confirmation Hearing.  After receipt of the Investor  Qualification
Materials,  the Debtors shall  determine  whether all Holders of Allowed Class 6
Claims who submitted Investor Qualification Materials are Qualified Holders. The
Debtors'  determination  of  whether a Holder  is a  Qualified  Holder,  if made
reasonably and in good faith, shall be final and conclusive. Not later than five
(5) days prior to the Confirmation  Hearing,  the Debtors shall File a statement
indicating whether there are any Non-Qualified  Holders. No Non-Qualified Holder
will be issued any Class 6 Warrants absent a  determination  by the Debtors that
there exists with respect to such issuance an  appropriate  exemption from state
and federal securities laws registration.

8.12 Exit Facility. On the Effective Date, the DIP Facility will be paid down by
a  post-confirmation  revolving  credit  agreement  under which the  Reorganized
Debtors will be the Borrowers, as follows:

                  Except as otherwise provided in the Plan, the financial terms
         of the Exit Facility (including covenants) shall be similar to those
         applicable to the Restructured Senior Secured Claims under the New
         Credit Agreement.
                  Except as may be permitted under Section 8.12.I (in the event
         that the Bank Lenders fund the Exit Facility and use a fee as part of
         their "all in" pricing of 12%), there shall be no fees charged with
         respect to the Exit Facility other than the termination fee of 2.5% of
         the commitment amount as provided for in the DIP Facility.
                  The availability under the Exit Facility shall be $7.5
         million, and any amounts drawn under the DIP Facility as of the
         Confirmation Date shall be repaid from, and deemed drawn under, the
         Exit Facility, with the balance of the $7.5 million available for
         borrowing under the Exit Facility.
                  The maturity date of the Exit Facility shall be a date later
         than the maturity date for the repayment of the Restructured Senior
         Secured Claims under the New Credit Agreement; however, during its
         term, the Exit Facility shall function as a revolving credit facility,
         which shall be repaid from time-to-time and re-borrowed as needed by
         the Reorganized Debtors.
                  The indebtedness under the Exit Facility shall be secured by,
         and share pari passu in, the collateral which secures the repayment of
         the Restructured Senior Secured Claims under the New Credit Agreement.
                  Mandatory repayment of the obligations under the Exit Facility
         and New Credit Agreement shall be required under each in amounts equal
         to a pro rata share, based on the amount then outstanding under the
         Exit Facility and the New Credit Agreement, respectively, in an amount
         equal to the amount by which the sum of the following amounts exceeds
         $3 million in any calendar year: (i) the net sale proceeds from all
         asset sales other than sales in the ordinary course of business, (ii)
         insurance and condemnation proceeds received by the Reorganized
         Debtors, and (iii) other proceeds of or from collateral not received in
         the ordinary course of business. Such repayments shall permanently
         reduce availability under the Exit Facility. With respect to the New
         Credit Agreement, such repayments shall be applied in the inverse order
         of maturity such that proceeds are applied against the back end of the
         loan payments.
                  There shall be no prepayment penalties or other like terms
                  which would hinder the refinancing of the Exit Facility. The
                  interest rate under the Exit Facility shall not exceed 12% per
                  annum. The DIP Lenders shall provide and be the lenders under
                  the Exit Facility; provided, however, that the Bank Lenders
         shall have the option to fund the Exit Facility (an option exercisable
         in the Bank Lenders' sole and absolute discretion) with pricing at 12%
         per annum "all in," and, in the event that the Bank Lenders agree to
         fund the Exit Facility on terms no more onerous that those of the DIP
         Facility, the DIP Lenders shall waive the termination fee equal to 2.5%
         of the commitment under the DIP Facility. By giving written notice to
         the Debtors and the DIP Lenders, the Bank Lenders shall exercise their
         option to fund the Exit Facility no less than thirty (30) days prior to
         the date of the confirmation hearing, provided that the Debtors have
         delivered to the Bank Lenders the necessary information for the Bank
         Lenders to make an informed decision in a reasonable amount of time
         prior to the date of the confirmation hearing.

8.13 New Shareholders' Agreement. On the Effective Date, Reorganized InterDent
and the holders of all of the New InterDent Securities shall execute and deliver
the New Shareholders' Agreement and shall be, or shall be deemed to be, bound by
the terms, provisions and conditions thereof.

                                       IX.

                                  DISTRIBUTIONS

9.1 Distribution Agent. Reorganized InterDent shall serve as the Distribution
Agent for distributions to be made to holders of Allowed Claims. The
Distribution Agent may employ one or more sub agents on such terms and
conditions as it may agree in its discretion. The Distribution Agent shall not
be required to provide any bond in connection with the making of any
distributions pursuant to the Plan.

9.2      Distributions.

9.2.1 Dates of Distributions. Except as provided in Section 9.2.3 hereof, any
distribution required to be made on the Effective Date shall be deemed timely if
made as soon as practicable after such date and, in any event, within thirty
(30) days after such date. Any distribution required to be made upon a Disputed
Claim becoming an Allowed Claim and no longer being a Disputed Claim shall be
deemed timely if made as soon as practicable thereafter. Distributions of Cash
(if Class 4.1 accepts the Plan) or New Class C Common Stock (if Class 4.1
rejects the Plan) to the Holders of Allowed Class 4.1 Claims shall be made on
Distribution Dates which shall occur at least quarterly, beginning within thirty
(30) days after the Effective Date, until the distribution of Cash or New Class
C Common Stock to such Holders, as applicable, is completed.

9.2.2 Limitation on Liability. Neither the Debtors, the Reorganized Debtors, the
Co-Sponsors, their respective Affiliates, nor any of their respective employees,
members, officers, directors, agents, or professionals or Affiliates shall be
liable for (i) any acts or omissions (except for gross negligence or willful
misconduct) in connection with implementing the distribution provisions of this
Plan and the making or withholding of distributions pursuant to the Plan, or
(ii) any change in the value of distributions made pursuant to the Plan
resulting from any delays in making such distributions in accordance with the
Plan's terms (including but not limited to any delays caused by the resolution
of Disputed Claims).

9.2.3 Distributions to DDJCM and LL Entities. Notwithstanding any other
provision of this Plan, the distributions of New Preferred Stock, New Warrants,
New Class A Common Stock and New Class B Common Stock to be made to DDJCM and
the LL Entities pursuant to the Plan shall be delivered on or before the second
Business Day after the Effective Date, by the Reorganized Debtors directly to
DDJCM and the LL Entities.

9.3      Old Instruments and Securities.

9.3.1 Surrender and Cancellation of Instruments and Securities. As a condition
to receiving any distribution pursuant to the Plan, each Person holding any note
or other instrument or security (collectively "Instruments or Securities" and
individually an "Instrument or Security") evidencing, an existing Claim against
or Interest in a Debtor must surrender such Instrument or Security to the
Distribution Agent.

9.3.2 Rights of Persons Holding Old Instruments and Securities. As of the
Effective Date, and whether or not surrendered by the holder thereof (a) all
Existing Common Stock, Existing Preferred Stock, Senior Subordinated Notes,
Convertible Subordinated Notes and all other Instruments and Securities
evidencing any Claims or Interests (except for the Common Stock of ISC) shall be
deemed automatically cancelled and deemed void and of no further force or
effect, without any further action on the part of any person, and any Claims or
Interests under or evidenced by such Existing Common Stock, Existing Preferred
Stock, Senior Subordinated Notes, Convertible Subordinated Notes or other
Instruments or Securities (other than Common Stock of ISC) shall be deemed
discharged. All options to purchase any stock of InterDent shall be deemed
rejected, cancelled and terminated as of the Petition Date. Notwithstanding
anything in this Section 9.3.2 to the contrary, any subordination provision
contained in any Instrument or Security that is subject to the terms of this
Section 9.3.2 shall remain in full force and effect to the extent (and only to
the extent) provided in Section 6.1.1.N, as if this Section 9.3.2 was not
applicable to the subject Instrument or Security.

9.3.3 Cancellation of Liens.  Except as otherwise provided in the Plan, any Lien
securing  any Secured  Claim shall be deemed  released and  discharged,  and the
Person  holding such Secured Claim shall be  authorized  and directed to release
any collateral or other property of the Debtors (including,  without limitation,
any cash  collateral)  held by such  Person  and to take such  actions as may be
requested  by the  Reorganized  Debtors to  evidence  the  release of such Lien,
including,  without limitation, the execution,  delivery and Filing or recording
of such releases as may be requested by Reorganized  Debtors at the sole expense
of Reorganized Debtors.

9.4 De Minimis Distributions and Fractional Shares. No Cash payment of less than
ten dollars ($ 10) shall be made by the Reorganized Debtors to any Holder of
Claims unless a request therefor is made in writing to the Reorganized Debtors.
No fractional shares of New Common Stock shall be distributed; any entity that
otherwise would be entitled to receive a fractional share distribution under
this Plan shall instead receive an amount of shares rounded down to the next
whole number. Whenever payment of a fraction of a cent would otherwise be called
for, the actual payment shall reflect a rounding down of such fraction to the
nearest whole cent. Any Cash, securities or other property that is not
distributed as a consequence of this section shall, after the last distribution
on account of Allowed Claims in the applicable Class, be treated as "Unclaimed
Property" under the Plan.

9.5 Delivery of Distributions. Except as provided in Section 9.7 with respect to
Unclaimed  Property,  distributions  to Holders of  Allowed  Claims and  Allowed
Administrative  Claims shall be distributed by mail as follows: (1) with respect
to each  Holder of an  Allowed  Claim  that has  filed a proof of claim,  at the
address for such  holder as  maintained  by the  official  claims  agent for the
Debtors;  (2) with respect to each Holder of an Allowed Claim that has not filed
a proof  of  claim,  at the  address  reflected  on the  Schedules  filed by the
Debtors, provided,  however, that if the Debtors or the Reorganized Debtors have
received a written  notice of a change of address for such  Holder,  the address
set forth in such notice shall be used; or (3) with respect to each Holder of an
Allowed  Administrative  Claim,  at such  address as the  Holder may  specify in
writing.

9.6 Undeliverable Distributions. If the distribution of Cash or New InterDent
Securities to the Holder of any Allowed Claim or Allowed Administrative Claim is
returned to the Reorganized Debtors as undeliverable (any such distribution
being hereinafter referred to as "Unclaimed Property"), no further distribution
shall be made to such Holder unless and until the Reorganized Debtors are
notified in writing of such Holder's then current address. Subject to the
remainder of this Section 9.6 and Section 9.7 hereof, Unclaimed Property shall
remain in the possession of the Reorganized Debtors pursuant to this Section
9.6, and shall be set aside (in the case of New InterDent Securities) or held in
a segregated interest bearing account (as to Cash Unclaimed Property) to be
maintained by the Distribution Agent until such time as the subject distribution
becomes deliverable. Nothing contained in the Plan shall require the Reorganized
Debtors or any other Person to attempt to locate such Person.

9.7 Disposition of Unclaimed Property. If the Person entitled thereto notifies
the Reorganized Debtors of such Person's claim to the distribution of Unclaimed
Property within nine (9) months following the Effective Date, the Unclaimed
Property distributable to such Person, together with any interest or dividends
earned thereon, shall be paid or distributed to such Person on the next
Distribution Date. Any Holder of an Allowed Claim or Allowed Administrative
Claim that does not assert a claim in writing for Unclaimed Property held by the
Reorganized Debtors within nine (9) months after the Effective Date shall no
longer have any claim to or interest in such Unclaimed Property, and shall be
forever barred from receiving any distributions under this Plan or otherwise
from the Reorganized Debtors. In such cases any property held for distribution
on account of such Claims or Administrative Claims shall be retained by the
Reorganized Debtors as follows: pursuant to Bankruptcy Code section 347(b), any
undistributed Cash shall be the property of Reorganized InterDent, any
undistributed New InterDent Securities shall be the property of Reorganized
InterDent (and may be cancelled by Reorganized InterDent), free from any
restrictions thereon, and such undistributed Cash or securities shall not be
subject to the unclaimed property or escheat laws of any State or other
governmental unit.

                                         X.

                    OBJECTIONS TO CLAIMS AND DISPUTED CLAIMS

10.1 Objections to Claims. The Reorganized Debtors and the Co-Sponsors shall
have the sole and exclusive right to file objections to Claims; provided,
however, that if Class 4.1 accepts the Plan, the Committee shall have standing
from and after the Confirmation Date to object to Disputed Class 4.1 Claims.
Unless another date is established by order of the Bankruptcy Court or the Plan,
any objection to a Claim shall be Filed with the Bankruptcy Court and served on
the Person holding such Claim on or before the applicable Claims Objection
Deadline. The Reorganized Debtors shall have the right to petition the
Bankruptcy Court, without notice or a hearing, for an extension of the Claims
Objection Deadline if a complete review of all Claims cannot be completed by
such date.

10.2 Treatment of Disputed Claims.

10.2.1 No Distribution Pending Allowance. If any portion of a Claim is a
Disputed Claim, no payment or distribution provided for under the Plan shall be
made on account of such Claim unless and until such Claim becomes an Allowed
Claim and is no longer a Disputed Claim.

10.2.2 Distribution After Allowance. On the next Distribution Date following the
date on which a Disputed Claim becomes an Allowed Claim and is no longer a
Disputed Claim, the Distribution Agent shall distribute to the Person holding
such Claim any Cash or New Common Stock that would have been distributable to
such Person if on the Effective Date such Claim had been an Allowed Claim and
not a Disputed Claim.

10.2.3 Reserves for Disputed Claims and Cost of Resolving Disputed Class 4.1
Claims. The Distribution Agent shall establish reasonable reserves for Disputed
Class 4.1 Claims and the aggregate Cash to be distributed to Holders of Allowed
Class 4.1 Claims (if Class 4.1 accepts the Plan) or New Class C Common Stock to
be distributed to Holders of Allowed Class 4.1 Claims and Allowed Class 5 Claims
(if Class 4.1 rejects the Plan) on any Distribution Date shall be adjusted to
reflect such reserves. If Class 4.1 accepts the Plan, the Distribution Agent
shall also establish an appropriate reserve for the fees and expenses of the
Committee and its counsel in connection with the resolution of Disputed Class
4.1 Claims, which reserve, plus twenty-five thousand dollars ($25,000) from the
Debtors, shall be the sole and exclusive source of payment of any fees and
expenses incurred by the Committee and its counsel in connection with the
review, investigation, analysis, litigation and resolution of Disputed Class 4.1
Claims, whether incurred before or after the Effective Date, except from any
available insurance coverage, and the Debtors, the Estates and the Reorganized
Debtors shall have no other liability, and there shall be no other recourse
against any of them, for any such fees and expenses. The Distribution Agent may
move the Bankruptcy Court for approval of its determination to reserve certain
amounts. Upon the determination of the Allowed Amount (if any) of a Disputed
Class 4.1 Claim by Final Order of the Bankruptcy Court, the following shall
occur: (a) if Class 4.1. rejects the Plan, then any New Class C Common Stock
that was reserved for such Disputed Class 4.1 Claim that (i) is not then
distributable to the Holder of such Claim (to the extent that it has become an
Allowed Class 4.1 Claim) and (ii) is not required to be reserved for other
Disputed Class 4.1 Claims (based on the potential ratable share of New Class C
Common Stock that would be received by the Holders of such Disputed Class 4.1
Claims if they became Allowed Class 4.1 Claims) shall be distributed ratably to
the Holders of what are then Allowed Class 4.1 Claims and the Holder of the
Allowed Class 5 Claims on the first quarterly Distribution Date following such
determination; and (b) if Class 4.1 accepts the Plan, then any Cash that was
reserved for such Disputed Class 4.1 Claim that (i) is not then distributable to
the Holder of such Class 4.1 Claim (to the extent that it has become an Allowed
Class 4.1 Claim) and (ii) is not required to be reserved for other Disputed
Class 4.1 Claims (based on the potential ratable share of the Cash to be
distributed to Class 4.1 that would be received by the Holders of such Disputed
Class 4.1 Claims if they became Allowed Class 4.1 Claims) shall be distributed
ratably among the Holders of what are then Allowed Class 4.1 Claims on the first
quarterly Distribution Date following such determination. At such time as all
Disputed Class 4.1 Claims have been resolved by Final Order of the Bankruptcy
Court, and there are no Class 4.1 Disputed Claims that could become Allowed
Claims, then (i) if Class 4.1 rejects the Plan, all New Class C Common Stock, if
any, that remains reserved for Disputed Class 4.1 Claims shall be distributed on
a ratable basis to the Holders of Allowed Class 4.1 Claims and Allowed Class 5
Claims; and (ii) if Class 4.1 accepts the Plan, all Cash, if any, that remains
reserved for Disputed Class 4.1 Claims, and all Cash, if any, that remains in
the reserve for the fees and expenses of the Committee and its counsel in
connection with the resolution of Disputed Class 4.1 Claims following the final
resolution and payment of all amounts due and owing to the Committee and its
counsel from such fee and expense reserve shall be distributed on a ratable
basis to the Holders of Allowed Class 4.1 Claims, in either case, within ten
(10) Business Days following such final resolution of Disputed Class 4.1 Claims
(and, if Class 4.1 accepts the Plan, such fees and expenses).

                                    XI.

                    EXECUTORY CONTRACTS AND UNEXPIRED LEASES

11.1 Executory Contracts Being Assumed. Effective as of, and conditioned on, the
occurrence of the Effective Date: (A) InterDent hereby assumes all of the
executory contracts and unexpired leases listed on Exhibit "11.1 A-1" to the
Plan Documentary Supplement, (B) ISC hereby assumes all of the executory
contracts and unexpired leases listed on Exhibit "11.1 A-2" to the Plan
Documentary Supplement; and (C) InterDent or ISC, as applicable, hereby assumes
any executory contract or unexpired lease, to the extent that such executory
contract or unexpired lease is not listed on any of Exhibits "11.1A-1",
"11.1A-2", "11.2R-1", or "11.2R-2" to the Plan on or before the Confirmation
Date, other than (i) any Seller Note which may be deemed an executory contract
or unexpired lease or part of an executory contract or unexpired lease or is
part of a larger contract or lease arrangement or transaction and (ii) any other
executory contract or unexpired lease which is part of a contract arrangement or
transaction that includes or included the issuance of any Seller Note.
Notwithstanding anything to the contrary contained herein, any Seller Note (to
the extent that such Seller Note constitutes or is part of an executory contract
or unexpired lease or is part of a contract or lease arrangement or transaction)
and all related agreements that are part of a contract or lease arrangement or
transaction that includes or included the issuance of a Seller Note, that is not
listed on any of the foregoing exhibits prior to the Confirmation Date shall be
rejected. The Debtors may add any executory contract or unexpired leases to
these exhibits, or delete any contract or lease therefrom through and including
August 11, 2003. To the extent that an executory contract or unexpired lease has
previously been assumed by a Debtor pursuant to an order of the Bankruptcy
Court, such assumption shall not be affected by the Plan. The assumption of any
contracts or leases pursuant to the provisions of this Section 11.1 shall be
only to the extent that such assumed contracts or leases constitute executory
contracts and unexpired leases within the meaning of section 365 of the
Bankruptcy Code. Inclusion of a matter in any of the foregoing Exhibits "11.1
A-1" or "11.1 A-2" does not constitute an admission by the Debtors or
Reorganized Debtors in that (i) such matter is an executory contract or
unexpired lease within the meaning of section 365 of the Bankruptcy Code, (ii)
the Debtors must assume such matter in order to continue to receive or retain
rights, benefits, or performance thereunder or that any Claim under such matter
must be paid or default cured if it is not an executory contract or unexpired
lease, or (iii) such matter is a valid contract or lease. Any contract or lease
assumed pursuant to this Plan shall be assumed as previously amended or
otherwise modified by the parties thereto, whether before or after the Petition
Date.

11.2 Executory Contracts Being Rejected. Effective as of, and conditioned on,
the occurrence of the Effective Date, InterDent rejects all of its executory
contracts and unexpired leases listed on Exhibit "11.2 R-1" and ISC rejects all
of its executory contracts and unexpired leases listed on Exhibit "11.2 R-2." In
addition, and without limiting the foregoing, the Debtors hereby reject all
Seller Notes (to the extent that any Seller Note constitutes or is part of an
executory contract or unexpired lease or is part of a larger contract or lease
transaction or arrangement) and all related agreements that are part of a
contract or lease arrangement or transaction that includes or included the
issuance of a Senior Note, to the extent that such Seller Notes and related
agreements are not listed on any of Exhibits "11.1A-1", "11.1A-2", "11.2R-1",
"11.2R-2" prior to the Confirmation Date. The Debtors reserve the right to amend
Exhibits "11.2 R-1" and "11.2 R-2" to include additional leases and contracts on
this exhibit, or to delete leases and contracts from this exhibit, through and
including August 11, 2003. To the extent that an executory contract or unexpired
lease has previously been rejected by the Debtors pursuant to an order of the
Bankruptcy Court, such rejection shall not be affected by the Plan.

11.3 Retention of Property Rights By Reorganized Debtors. To the extent that a
matter that provides the Debtors with property rights does not constitute an
executory contract or unexpired lease, or the Debtors have obtained property
rights under the executed portion of an executory contract or unexpired lease,
rejection shall not constitute an abandonment by the Debtors of any such
property rights.

11.4 Bar Date for Rejection Damages. Any Claim arising out of the rejection of
an executory contract or unexpired lease shall be forever barred and shall not
be enforceable against the Debtors, the Reorganized Debtors, their Affiliates,
their successors or Estates, or their properties, and shall not be entitled to
any distribution under the Plan, unless a proof of claim for such Claim is filed
and served on the Debtors or Reorganized Debtors within forty-five (45) days
after the earlier of (a) the date of entry of the order of the Bankruptcy Court
approving the rejection of the executory contract or unexpired lease, or (b) the
Confirmation Date.

11.5 Cure Statements.  Any party whose executory  contract or unexpired lease is
assumed  under  the terms of the Plan  must  File and  serve on the  Debtors  or
Reorganized   Debtors  a  statement  within   forty-five  (45)  days  after  the
Confirmation  Date itemizing all charges and other costs that the party contends
must be paid in order to cure any defaults  upon the  assumption of the contract
or lease (the "Cure  Statement").  Failure to timely file a Cure Statement shall
constitute a waiver of any cure Claim and of any defaults occurring prior to the
Confirmation  Date. If the Debtors or the  Reorganized  Debtors do not object to
the Cure  Statement,  the  applicable  Reorganized  Debtor  will pay the  amount
reflected on the Cure  Statement  within the later of thirty (30) days after the
Effective Date and thirty (30) days after the  Reorganized  Debtors'  receipt of
the Cure  Statement.  If the Debtors  object to the Cure  Statement,  and cannot
resolve their objections with the claimant,  the Debtors may either (1) elect to
reject the contract  within thirty (30) days after the Cure  Statement is Filed,
or (2) file an objection to the Cure  Statement with the  Bankruptcy  Court.  If
such an objection is filed,  any cure amount  payable upon the assumption of the
executory  contract or unexpired lease shall be due and payable on or before the
fifteenth (15th) day after the entry of a Final Order fixing the cure amount and
then only in the amount fixed by such order.

11.6 Changes in Rates Subject to Regulatory Commission Approval. The Debtors are
not subject to governmental regulatory commission approval of their rates.

                                      XII.

                         EFFECT OF CONFIRMATION OF PLAN

12.1 Discharge. Except as otherwise specifically provided in the Plan or in the
Confirmation Order, pursuant to section 1141(d) of the Bankruptcy Code, the
distributions and rights that are provided in the Plan shall be in complete
satisfaction, discharge and release, effective as of the Effective Date, of all
Claims, whether known or unknown, against liabilities of, Liens on, obligations
of, rights against and Interests in the Debtors, or any of their assets or
properties, regardless of whether any property shall have been distributed or
retained pursuant to the Plan on account of such Claims, rights and Interests,
including but not limited to, Claims and Interests that arose before the
Confirmation Date, including all debts of the kind specified in section 502(g),
502(h) and 502(i) of the Bankruptcy Code, in each case whether or not (a) a
proof of claim or interest based upon such Claim, debt or Interest is filed or
deemed filed under section 501 of the Bankruptcy Code, (b) a Claim of Interest
based upon such Claim, debt, right or Interest is allowed under section 502 of
the Bankruptcy Code, or (c) the holder of such a Claim, right, or Interest
accepted the Plan. The Confirmation Order shall constitute a determination of
the discharge of all of the Claims against and Interests in the Debtors, subject
to the occurrence of the Effective Date.

         Injunction. Except as otherwise expressly provided in the Plan, the
documents executed pursuant to the Plan, or the Confirmation Order, on and after
the Effective Date, all Persons and Entities who have held, currently hold, or
may hold a debt, Claim, or Interest discharged pursuant to the terms of the Plan
(including but not limited to States and other governmental units, and any State
official, employee, or other entity acting in an individual or official capacity
on behalf of any State or other governmental units) shall be permanently
enjoined from: (a) taking any of the following actions on account of any such
discharged debt, Claim, or Interest: (1) commencing or continuing in any manner
any action or other proceeding against the Debtors, the Reorganized Debtors,
their successors, or their property; (2) enforcing, attaching, executing,
collecting, or recovering in any manner any judgment, award, decree, or order
against the Debtors, the Reorganized Debtors, their successors, or their
property; (3) creating, perfecting, or enforcing any Lien or encumbrance against
the Debtors, the Reorganized Debtors, their successors, or their property; (4)
asserting any set off, right of subrogation, or recoupment of any kind against
any obligation due the Debtors, the Reorganized Debtors, their successors, or
their property; and (5) commencing or continuing any action, in any manner, in
any place that does not comply with or is inconsistent with the provisions of
this Plan; and (b) taking any of the following actions on account of any claims
or rights of action that are revested in, or transferred to, the Reorganized
Debtors as of the Effective Date or under the Plan (to the extent one or more
Debtors' Estates held such claim or rights of action or held the right to assert
such claim or right of action after the Petition Date), including, without
limitation, any claims (including derivative Claims) asserted in the Amerident
Litigation: (1) asserting such claims or rights of action against nondebtor
third parties; and (2) commencing or continuing in any manner any action or
other proceeding of any kind to recover on or otherwise with respect to such
claims or rights of action. Any person or entity injured by any willful
violation of such injunction shall recover actual damages, including costs and
attorneys' fees, and, in appropriate circumstances, may recover punitive damages
from the willful violator.

                                        XIII.

                      LIMITATION OF LIABILITY AND RELEASES

13.1 No Liability for Solicitation or Participation. As specified in section
1125(e) of the Bankruptcy Code, entities that solicit acceptances or rejections
of the Plan and/or that participate in the offer, issuance, sale, or purchase of
securities offered or sold under the Plan, in good faith and in compliance with
the applicable provisions of the Bankruptcy Code, shall not be liable, on
account of such solicitation or participation, for violation of any applicable
law, rule, or regulation governing the solicitation of acceptances or rejections
of the Plan or the offer, issuance, sale, or purchase of securities.

13.2  Limitation of Liability.  Effective as of the Effective  Date, none of the
Debtors,  Reorganized Debtors,  the Co-Sponsors or their respective  Affiliates,
nor any of their respective members,  officers,  directors,  employees and other
agents, advisors, attorneys and accountants shall have or incur any liability to
any Holder of any Claim or Interest or any other  Person for any act or omission
in connection with or arising out of the negotiation, preparation and pursuit of
confirmation  of the Plan, the Disclosure  Statement,  the  consummation  of the
Plan,  the  administration  of  the  Plan,  the  Cases  or  the  property  to be
distributed under the Plan except:  (a) the Reorganized  Debtors shall be liable
for the performance of obligations assumed by them or imposed upon them under or
by the Plan;  and (b) for  liability  based on  willful  misconduct  as  finally
determined by a Final Order of the Bankruptcy  Court.  Each of the Debtors,  the
Reorganized Debtors,  Co-Sponsors and their respective  Affiliates,  and each of
their  respective  officers,  directors,  employees and other agents,  advisors,
attorneys and accountants) shall be entitled to rely, in every respect, upon the
advice of counsel  with respect to their  duties and  responsibilities  under or
with respect to the Plan.

13.3 Release by Debtors and Related Parties.

13.3.1 In general. As of the Effective Date, in consideration for the
obligations, modifications of rights and accommodations of the Bank Lenders, the
DDJCM Entities and the LL Entities under this Plan, the Debtors, their Estates
and the Reorganized Debtors, on their own behalf and on behalf of their
Affiliates and all of their respective officers, members, employees, directors,
shareholders, agents and professionals (collectively, the "Debtor Releasors")
will be deemed to forever release, waive and discharge any and all claims (as
defined in section 101(5) of the Bankruptcy Code), demands, debts, liabilities,
obligations, actions, causes of action, suits, sums of money, accounts,
reckonings, covenants, contracts, controversies, agreements, promises and rights
whatsoever, whenever arising, whether known or unknown, suspected or
unsuspected, contingent or fixed, liquidated or unliquidated, matured or
unmatured, in law, equity, bankruptcy or otherwise, based upon, arising out of,
relating to, by reason of, or in connection with, in whole or in part, any act
or omission, transaction, occurrence, fact or matter from the beginning of time
to the Effective Date, including, without limitation, in any way relating to the
Debtors, any Affiliate of the Debtors, the Debtors' Estates, the Cases, the
Senior Secured Credit Agreements, the Plan, the DIP Facility, or any other
matter, which any of the Debtor Releasors or any person or entity claiming by,
from, through, or under any of the Debtor Releasors ever had, now has, or
hereafter can, shall, or may have against the Bank Lenders, the Agent under the
Senior Secured Credit Agreements, the DDJCM Entities, the LL Entities, their
Affiliates, and any of their respective shareholders, limited partners, general
partners, officers, directors, members, employers, agents, and other
representatives.

13.3.2 Waiver of Cal. Civ. Codess. 1542. The Debtors, on their own behalf and on
behalf of the other Debtor Releasors, acknowledge that section 1542 of the Civil
Code of the State of California provides as follows:

                  A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR
                  DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF
                  EXECUTING THE RELEASE, WHICH IS KNOWN BY HIM MUST HAVE
                  MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.

The Debtor Releasors shall be deemed to have agreed that the provisions of
Section 1542 of the Civil Code of the State of California and all similar
federal or state laws, rights, rules, or legal principles, legal or equitable,
which may be applicable hereto, to the extent that they may apply to any of the
matters released herein, are hereby knowingly and voluntarily waived and
relinquished by the Debtor Releasors, in each and every capacity, to the fullest
extent that such rights and benefits pertaining to the matters released herein
may be waived and relinquished, and each Debtor Releasor is deemed to have
agreed and acknowledged that this waiver and relinquishment is an essential term
of this Plan, without which the consideration provided to the Debtors and the
Reorganized Debtors would not have been given.

                                     XIV.

                  CONDITIONS TO CONFIRMATION AND EFFECTIVENESS

14.1  Conditions  Precedent to Plan  Confirmation.  The following are conditions
precedent to Confirmation of the Plan:

A.       The Court shall have entered the Confirmation Order.

B. The  aggregate  amount of (a) the  Administrative  Claims  (exclusive of cure
Claims in connection  with the  assumption of executory  contracts and unexpired
leases,  post-Petition  Date trade payables  incurred in the ordinary  course of
business and the transaction fees required by Section 17.2 of the Plan); (b) the
Allowed  Priority  Claims;  and (c) the  Allowed  Tax Claims  will not exceed $3
million, as established to the satisfaction of the Co-Sponsors.

14.2  Conditions  Precedent  to  Plan  Effectiveness.  The  following  shall  be
conditions  precedent to the effectiveness of the Plan and the occurrence of the
Effective Date.

A.  The  Confirmation  Order  shall  be a  Final  Order  in form  and  substance
reasonably satisfactory to the Reorganized Debtors, the Co-Sponsors and the Bank
Lenders.

B. All agreements and instruments contemplated by, or to be entered into
pursuant to, the Plan, including, without limitation, each of the Plan Documents
necessary for consummation of the Plan, shall have been duly and validly
executed and delivered by the parties thereto and all conditions to their
effectiveness shall have been satisfied or waived. 14.3 Waiver of Conditions.
The conditions set forth in Sections 14.1 and 14.2 may be waived with the
consent of the Co-Sponsors, and, as to any matter affecting the treatment of the
Bank Lenders, the Bank Lenders, at any time, without notice, leave or order of
the Bankruptcy Court, and without any formal action other than proceeding to
obtain the Confirmation Order and consummate the Plan.

                                      XV.

                            RETENTION OF JURISDICTION

15.1 Retention of Jurisdiction. Notwithstanding the entry of the Confirmation
Order or the occurrence of the Effective Date, the Bankruptcy Court shall retain
jurisdiction over the Cases and any of the proceedings arising from, or relating
to, the Cases pursuant to Section 1142 of the Bankruptcy Code and 28 U.S.C. ss.
1334 to the fullest extent permitted by the Bankruptcy Code and other applicable
law, including, without limitation, such jurisdiction as is necessary to ensure
that the purpose and intent of the Plan are carried out. Without limiting the
generality of the foregoing, the Bankruptcy Court shall retain jurisdiction for
the following purposes:

                  to hear and determine any and all objections to the allowance,
         or requests for estimation, of Claims or the establishment of reserves
         pending the resolution of Disputed Claims;

                  to consider and act on the compromise and settlement of any
         Claim against, or cause of action on behalf of, any Debtor or any
         Estate;

                  to hear and determine any motions pending on the Effective
         Date to assume, assume and assign or reject any executory contract or
         unexpired lease and to determine the allowance of any Claim resulting
         therefrom;

                  to enter such orders as may be necessary or appropriate in
         connection with the recovery of the Debtors' assets
         wherever located;
                  to hear and determine any and all applications for allowance
                  of compensation and reimbursement of expenses; to hear and
                  determine any and all controversies, suits and disputes
                  arising under or in connection with the
         interpretation, implementation or enforcement of the Plan and any of
         the documents intended to implement the provisions of the Plan or any
         other matters to be resolved by the Bankruptcy Court under the terms of
         the Plan.
                  to hear and determine any motions or contested matters
         involving Taxes, tax refunds, tax attributes and tax benefits and
         similar and related matters with respect to any Debtor, arising prior
         to the Effective Date or relating to the administration of the Cases,
         including, without limitation, matters involving federal, state and
         local Taxes in accordance with sections 346, 505 and 1146 of the
         Bankruptcy Code;
                  to hear and determine any and all applications, adversary
         proceedings and contested matters pending on the Effective Date or that
         may be commenced thereafter as provided in the Plan;
                  to effectuate distributions under and performance of the
         provisions of the Plan;
                  to hear and determine any applications to modify any provision
         of the Plan to the full extent permitted by the Bankruptcy Code;
                  to correct any defect, cure any omission or reconcile any
         inconsistency in the Plan, the exhibits to the Plan and annexes
         thereto, including any of the Plan Documents, or any order of the
         Bankruptcy Court, including the Confirmation Order, as may be necessary
         to carry out the purposes and intent of the Plan;
                  to determine such other matters as may be provided for in the
         Confirmation Order or as may from time to time be authorized under the
         provisions of the Bankruptcy Code or any other applicable law;
                  to enforce all orders, judgments, injunctions, exculpations
         and releases issued, entered or granted in connection
         with the Cases or the Plan;
                  to enter such orders as may be necessary or appropriate in aid
         of confirmation and to facilitate implementation of the Plan,
         including, without limitation, any orders as may be appropriate in the
         event that the Confirmation Order is for any reason stayed, revoked,
         modified or vacated;
                  to determine any other matter not inconsistent with the
                  Bankruptcy Code; and to issue a final decree closing the
                  Cases.

                                     XVI.

                       MODIFICATION OR WITHDRAWAL OF PLAN

16.1 Modification of Plan. At any time prior to confirmation of the Plan, with
the consent of the Co-Sponsors and, as to any matter affecting the treatment of
the Allowed Secured Claims of the Bank Lenders, the Bank Lenders, but not
otherwise, the Reorganized Debtors may supplement, amend or modify the Plan.
After confirmation of the Plan, with the consent of the Co-Sponsors and, as to
any matter affecting the treatment of the Allowed Secured Claims of the Bank
Lenders, the Bank Lenders, but not otherwise, the Debtors or Reorganized Debtors
may (x) apply to the Bankruptcy Court, pursuant to section 1127 of the
Bankruptcy Code, to modify the Plan; and (y) apply to the Bankruptcy Court to
remedy defects or omissions in the Plan or to reconcile inconsistencies in the
Plan.

16.2 Termination Events. If confirmation is denied by a Final Order, or if the
Effective Date does not occur by September 30, 2003 (or such later date as may
be agreed to by the Co-Sponsors and the Debtors, with the consent of the Bank
Lenders, in accordance with Section 2.1.61 hereof), then the Plan shall be
deemed null and void. In such event, nothing contained herein shall be deemed to
constitute a waiver or release of any claims by or against the Debtors or any
other Person or to prejudice in any manner the rights of the Debtors or any
Person in any further proceedings involving the Debtors.

16.3 Nonconsensual Confirmation.  In the event that any impaired Class of Claims
or Interests shall fail to accept the Plan in accordance with section 1129(a)(8)
of the Bankruptcy  Code,  the Debtors (i) may request that the Bankruptcy  Court
confirm the Plan in accordance with section 1129(b) of the Bankruptcy  Code, and
(ii) in accordance  with Section 16.1,  and with the consent of the  Co-Sponsors
and, as to any matter  affecting the treatment of the Allowed  Secured Claims of
the Bank Lenders,  the Bank Lenders,  but not otherwise,  may modify the Plan in
accordance with section 1127(a) of the Bankruptcy Code.

                                      XVII.

                                  MISCELLANEOUS

17.1 Payment of Statutory Fees. All quarterly fees due and payable to the Office
of the United States Trustee pursuant to section 1930(a)(6) of title 28 of the
United States Code shall be paid in full on or before the Effective Date, or, to
the extent such quarterly fees are disputed, an adequate reserve shall have been
established and set aside for payment in full thereof, as required by section
1129(a)(12) of the Bankruptcy Code. Each Reorganized Debtor shall remain
responsible for timely payment of its respective quarterly fees due and payable
after the Effective Date and until such Reorganized Debtor's Case is closed, to
the extent required by section 1930(a)(6) of title 28 of the United States Code.

17.2 Plan Sponsorship. DDJCM and the LL Entities are the plan sponsors. As such,
on the Effective Date, the Reorganized Debtors shall pay to DDJCM and the LL
Entities transaction fees of $500,000 and $333,333, respectively, as well as
reimbursement of their respective reasonable out-of-pocket costs, including,
without limitation, reasonable attorneys' fees and expenses for each of their
respective counsel, incurred in connection with the Cases and the Plan, without
further order of the Court.

17.3 Committee. If Class 4.1 accepts the Plan and is to receive Cash pursuant to
Section 6.4.1.A hereof, the Committee shall continue in existence  following the
Effective  Date for the sole and limited  purpose of objecting to, and otherwise
resolving,  Disputed  Class 4.1  Claims,  and shall have the right to settle and
compromise the Allowed Amount of Disputed Class 4.1 Claims without further order
of the Court.  The fees and  expenses  incurred by the  Committee  in  resolving
Disputed Class 4.1 Claims shall be paid exclusively  from the sources  described
in Section  10.2.3.  At such time as the Allowed Amount of all Allowed Class 4.1
Claims has been  determined,  and there are no  Disputed  Class 4.1 Claims  that
could  become   Allowed  Class  4.1  Claims,   the  Committee   shall   dissolve
automatically.  If Class 4.1  rejects  the Plan,  and will not  receive any Cash
under the Plan,  then  effective on the  Effective  Date,  the  Committee  shall
dissolve automatically. Upon the dissolution of the Committee in accordance with
any of the preceding provisions, its members,  Professionals and agents shall be
released from any further  duties and  responsibilities  in the Chapter 11 Cases
and under the  Bankruptcy  Code,  except with respect to the  obligation  of its
Professionals to file final fee applications.

17.4 Payment Dates.  Whenever any payment or  distribution  to be made under the
Plan  shall  be  due on a day  other  than  a  Business  Day,  such  payment  or
distribution  shall  instead  be  made,  without  interest,  on the  immediately
following Business Day.

17.5 Headings.  The headings used in the Plan are inserted for convenience  only
and  neither  constitutes  a portion  of the Plan nor in any  manner  affect the
construction of the provisions of the Plan.

17.6 Other Documents and Actions. The Reorganized Debtors may execute such other
documents  and take such other  actions as may be  necessary or  appropriate  to
effectuate the transactions contemplated under this Plan.

17.7 Notices.  All notices and requests in connection  with the Plan shall be in
writing  and  shall  be hand  delivered  or sent by mail  addressed  to:  To the
Debtors:


            Wayne Posey
            Ivar Chhina
            InterDent Service Corporation
            222 N. Sepulveda, Suite 740
            El Segundo, CA 90245-4340

            With copies to:

            Marc J. Winthrop
            Robert E. Opera
            Winthrop Couchot, P.C.
            660 Newport Center Drive, Suite 400
            Newport Beach, CA 92660

            JPMorgan Chase Bank and/or U.S. Bank National Association to:

            Billie Prue
            JPMorgan Chase Bank
            Special Loan Group
            270 Park Avenue, 20th Floor
            New York, NY  10017

            Eric Groberg
            JPMorgan Chase Bank
            Middle Market Financial Sponsors Group
            1166 Avenue of the Americas, 16th Floor
            New York, NY  10036
            Daniel Falstad
            U.S. Bank National Association
            US Bancorp Center
            BC-MN-H22A
            800 Nicollet Mall, 22nd Floor
            Minneapolis, MN  55402

            With copies to:

            Michael Lurey
            Jonathan Shenson
            Latham & Watkins, LLP
            633 W. Fifth Street, Suite 4000
            Los Angeles, CA 90272

            DDJ to:

            Judy Mencher
            Jackson Craig
            DDJ Capital Management, LLC 141 Linden Street, Suite
            S-4 Wellesley, MA 02482

            With copies to:


            Isaac Pachulski
            Jeffrey Krause
            Stutman Treister & Glatt, P.C.
            1901 Avenue of the Stars, 12th Floor
            Los Angeles, CA 90067

            Each LL Entity:

            Arthur Levine
            Levine Leichtman Capital Partners, Inc.
            335 N. Maple Drive, Suite 240
            Beverly Hills, CA 90210

            With copies to:

            Richard Pachulski
            Robert Orgel
            Pachulski, Stang, Ziehl, Young, Jones & Weintraub, P.C.
            10100 Santa Monica, 11th floor
            Los Angeles, CA 90067

All notices and requests to any Person holding of record any Claim or Interest
shall be sent to them at their last known address or to the last known address
of their attorney of record. Any such Person may designate in writing any other
address for purposes of this Section 17.7, which designation will be effective
on receipt.

17.8 Governing Law. Unless a rule of law or procedure is supplied by federal law
(including the Bankruptcy Code and Bankruptcy Rules), the laws of the State of
California (without reference to its conflict of law rules) shall govern the
construction and implementation of the Plan and any agreements, documents, and
instruments executed in connection with the Plan, unless otherwise specifically
provided in such agreements, documents, or instruments.

17.9 Binding Effect. The Plan and all rights, duties and obligations thereunder
shall be binding upon and inure to the benefit of the Debtors, the Reorganized
Debtors, holders of Claims, holders of Interests, and their respective
successors and assigns.

17.10  Successors  and Assigns.  The rights,  benefits,  and  obligations of any
entity  named or referred to in the Plan shall be binding on, and shall inure to
the benefit of, the heirs, executors, administrators, successors, and assigns of
such entity.

17.11  Severability of Plan Provisions.  If, prior to the Confirmation Date, any
term or  provision  of the Plan is held by the  Bankruptcy  Court to be illegal,
impermissible,  invalid,  void or  unenforceable,  or  otherwise  to  constitute
grounds for denying  confirmation of the Plan, the Bankruptcy Court shall,  with
the consent of the Debtors,  the Co-Sponsors and, as to any matter affecting the
treatment of the Allowed  Secured Claims of the Bank Lenders,  the Bank Lenders,
have the  power to  interpret,  modify  or delete  such  term or  provision  (or
portions  thereof)  to  make it  valid  or  enforceable  to the  maximum  extent
practicable,  consistent with the original purpose of the term or provision held
to be invalid,  void or unenforceable,  and such term or provision shall then be
operative  as  interpreted,   modified  or  deleted.  Notwithstanding  any  such
interpretation,  modification  or  deletion,  the  remainder  of the  terms  and
provisions of the Plan shall in no way be affected,  impaired or  invalidated by
such interpretation, modification or deletion.

17.12 No Waiver. The failure of the Debtors or any other Person to object to any
Claim for purposes of voting shall not be deemed a waiver of the Debtors' or
Reorganized Debtors' right to object to or examine such Claim, in whole or in
part.

17.13 Exemption from Securities Laws. All of the New InterDent Securities
distributed pursuant to this Plan are and shall be entitled to the benefits and
exemptions provided by section 1145 of the Bankruptcy Code.

17.14 Inconsistencies. In the event the terms or provisions of the Plan are
inconsistent with the terms and provisions of the Exhibits to the Plan or
documents executed in connection with the Plan (other than the New Credit
Agreement), the terms of the Plan shall control. In the event the terms and
provisions of the Plan are inconsistent with the terms and provisions of the New
Credit Agreement, the terms of the New Credit Agreement shall control.

17.15 Exemption from Certain Transfer Taxes and Recording Fees. Pursuant to
section 1146(c) of the Bankruptcy Code, any transfers from a Debtor to a
Reorganized Debtor or to any other Person or entity pursuant to the Plan, or any
agreement regarding the transfer of title to or ownership of any of the Debtors'
real or personal property or of any other interest in such property (including,
without limitation, a security interest) will not be subject to any document
recording tax, stamp tax, conveyance fee, intangibles or similar tax, mortgage
tax, stamp act, real estate transfer tax, mortgage recording tax, Uniform
Commercial Code filing or recording fee, or other similar tax or governmental
assessment, and the Confirmation Order will direct the appropriate state or
local governmental officials or agents to forego the collection of any such tax
or governmental assessment and to accept for filing and recordation any of the
foregoing instruments or other documents without the payment of any such tax or
governmental assessment.

17.16  Post-Confirmation  Status Report.  Within 180 days following the entry of
the Confirmation  Order, the Debtors or Reorganized  Debtors shall file a status
report with the Bankruptcy  Court  explaining what progress has been made toward
consummation  of the  confirmed  Plan.  The status report shall be served on the
United States Trustee, the twenty largest unsecured Creditors, and those parties
who have requested  special notice.  Unless  otherwise  ordered,  further status
reports shall be filed every 180 days and served on the same entities.

17.17 Post-Confirmation Conversion/Dismissal. A Creditor or party in interest
may bring a motion to convert or dismiss the Cases under ss. 1112(b), after the
Plan is confirmed, if there is a default in performing the Plan. The Debtors and
Reorganized Debtors reserve the right to object to any motion for conversion or
dismissal. If the Bankruptcy Court orders a Case converted to Chapter 7 after
the Plan is confirmed, then all property that had been property of the Chapter
11 Estate in such Case, and that has not been disbursed pursuant to the Plan,
will revest in the Chapter 7 Estate. The automatic stay will be reimposed upon
the revested property, but only to the extent that relief from stay was not
previously authorized by the Bankruptcy Court during such Case. 17.18 Final
Decree. Once an Estate has been fully administered, as referred to in Bankruptcy
Rule 3022, the applicable Reorganized Debtor, or other party as the Bankruptcy
Court shall designate in the Confirmation Order, shall file a motion with the
Bankruptcy Court to obtain a final decree to close the Case of such Reorganized
Debtor.

Date: July 22, 2003               InterDent, Inc.,
                                  a Delaware Corporation


                                  By:      /s/ Robert Hill
                                     -----------------------------------------
                                           Robert W. Hill, Vice President
                                           of Finance and Secretary

Date: July 22, 2003               InterDent Service Corporation,
                                  a Washington Corporation


                                  By:      /s/ Robert Hill
                                     -----------------------------------------
                                           Robert W. Hill, President and
                                           Vice President of Finance
Submitted By:

Winthrop Couchot
PROFESSIONAL CORPORATION


By:      /s/ Robert Opera
   -----------------------------------------------------------
         Marc J. Winthrop
         Robert E. Opera
         Counsel to the Debtors