AMENDMENT TO SECURITIES PURCHASE AGREEMENT, CONSENT TO ALLONGE TO SENIOR SUBORDINATED NOTE AND PIK NOTES, CONSENT TO DISPOSITIONS AND WAIVER

THIS AMENDMENT TO SECURITIES PURCHASE AGREEMENT, CONSENT TO ALLONGE TO SENIOR SUBORDINATED NOTE AND PIK NOTES, CONSENT TO DISPOSITIONS
AND WAIVER(this "Amendment") is entered into as of the thirteenth day of April 2001, by and among GENTLE DENTAL SERVICE
CORPORATION, a Washington corporation ("GDSC"), GENTLE DENTAL MANAGEMENT, INC., a Delaware corporation
("GDMI"), DENTAL CARE ALLIANCE, INC., a Delaware corporation ("DCA"), INTERDENT, INC., a Delaware corporation
("Parent"), the Subsidiaries of the Issuers named as "Subsidiary Guarantors" herein, and LEVINE LEICHTMAN CAPITAL PARTNERS II, L.P., a California
limited partnership (the "Purchaser").

WHEREAS, the Issuers and the Purchaser entered into that certain Securities Purchase Agreement, dated as of June 15, 2000 (the
"Securities Purchase Agreement") providing, inter alia, for the sale to the Purchaser of the Note in the principal amount of $25,500,000.00; and

WHEREAS, the Issuers have committed certain defaults and events of default under the Senior Credit Agreements and have requested the
Senior Lenders to waive those defaults and events of default and to amend the Senior Credit Agreements; and

WHEREAS, the Senior Lenders have conditioned their waivers to and the amendments of the Senior Credit Agreements upon the Issuers and
the Purchaser entering into this Amendment and amending the Note as set forth in the Allonge (as defined below); and

WHEREAS, the Purchaser will receive significant benefits from the waivers and amendments to the Senior Credit Agreements; and

WHEREAS,the Issuers have requested that the Purchaser consent, and the Purchaser has agreed to consent, to (i) the sale of
assets of GDSC and its subsidiary, DentalCo Management Services of Maryland, Inc. ("DMSM"), that are used in the operations of the Affiliated
Dental Practices known as Mid-Atlantic Dental Associates of Annapolis and Mid-Atlantic Dental Associates of Cross Keys (the "Annapolis/Cross Keys
Practices") to MON Acquisition Corp., pursuant to an Asset Purchase Agreement dated on or about April 12, 2001 (the "MON
Disposition"), (ii) the sale of assets of GDSC that are used in the operations of the Affiliated Dental Practice conducted by Burns Dental Corporation under the name
Naismith Dental Group to Villanova, LLC., pursuant to an Asset
Purchase Agreement dated April 2001 (the "Villanova Disposition"), and (iii) the sale by Parent of all outstanding stock of DCA and assets
used in connection with the operation and management of DCA and certain Attributed Dental Practices (the "DCA Disposition", the MON Disposition, the
Villanova Disposition and the DCA Disposition being herein referred to as the "Dispositions"); and

WHEREAS,in connection with the MON Disposition, GDSC will enter into an amendment to the Management Agreement for the Annapolis/Cross
Keys Practices, which amendment requires the consent of the Purchaser.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree as follows:

1.Capitalized Terms.Capitalized terms used herein without definition have the meanings assigned to
such terms in the Securities Purchase Agreement.

2.Allonge to the Note and the PIK Notes.



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3.Amendments to Securities Purchase Agreement.



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Quarter Ending

Cash FlowMarch 31, 2001

$
3,825,000June 30, 2001


7,735,000September 30, 2001


11,645,000December 31, 2001


15,810,000March 31, 2002


16,745,000June 30, 2002


17,680,000September 30, 2002


18,615,000December 31, 2002


19,550,000March 31, 2003


20,612,500June 30, 2003 and thereafter


21,250,000




Quarter Ending

RatioMarch 31, 2001

3.76:1.00June 30, 2001

3.76:1.00September 30, 2001

3.76:1.00December 31, 2001

3.53:1.00March 31, 2002

3.24:1.00June 30, 2002

2.94:1.00September 30, 2002

2.65:1.00December 31, 2002

2.24:1.00March 31, 2003

2.00:1.00June 30, 2003 and thereafter

1.76:1.00


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Month

Liquidity AmountMarch 31, 2001

$
1,955,000April 30, 2001


1,955,000May 31, 2001


1,955,000June 30, 2001


3,230,000July 31, 2001


2,975,000August 31, 2001


2,720,000September 30, 2001


2,465,000October 31, 2001 and thereafter


2,125,000




"provided, however, that, on the date on which the Senior Financial Covenants are modified to give effect to the DCA Disposition, on one occasion only,
the covenant levels set forth in clauses (a), (b) and (c) above shall be modified to reflect the modifications made to the corresponding Senior Financial Covenants at levels such that
such covenant levels are 15% less restrictive than the new Senior Financial Covenants (e.g., if the new Senior Financial Covenant level for Cash Flow is $30,000,000, the Cash Flow level herein shall
be $25,500,000; if the Senior Financial Covenant level for the Leverage Ratio is 2.25:1.00, the Leverage Ratio herein shall be 2.65:1.00);providedthat
to the extent that the modifications to the Senior Financial Covenants include other modifications other than pro forma accounting and financial changes occurring as a result of the DCA Disposition,
the modifications to the covenants set forth herein shall be made without giving effect to such other modifications."

4.Waiver of existing Defaults and Events of Default; Mergers and Dissolutions of Subsidiaries.



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5.Consent to Dispositions.



6.Additional Guarantors.DentalCo Management Services of Maryland, Inc. and the Dental
Center, Inc., each agrees to join the Securities Purchase Agreement as a Guarantor of the Obligations and hereby agrees to be bound by the terms and conditions of the Securities Purchase
Agreement as a Subsidiary Guarantor, including the provisions of Article 11 of the Securities Purchase Agreement.

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7.Conditions to Effectiveness.

This
Amendment shall become effective upon the execution and delivery of counterparts hereof by the parties and the fulfillment of the following conditions (provided, however, that
the effectiveness of the
consent given in Section 5 hereof shall be further conditioned on the express conditions set forth in Section 5):



8.Miscellaneous.



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IN WITNESS WHEREOF, the parties have caused this Amendment to be executed and delivered by their duly authorized representatives on the
date first above written.

| |  | ISSUERS                                                    
| |  | -----------------------------------------------------------
| |  | GENTLE DENTAL SERVICE CORPORATION, a Washington corporation
| |  | By:                                                        
| |  | GENTLE DENTAL MANAGEMENT, INC., a
Delaware corporation     
| |  | By:                                                        
| |  | DENTAL CARE ALLIANCE, INC., a Delaware
corporation         
| |  | By:                                                        
| |  | PARENT AND GUARANTOR                                       
| |  | INTERDENT, INC., a Delaware corporation                    
| |  | By:                                                        

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| |  | SUBSIDIARY GUARANTORS                                            
| |  | -----------------------------------------------------------------
| |  | GMS DENTAL GROUP MANAGEMENT OF
HAWAII, INC., a Hawaii corporation
| |  | By:                                                              
| |  | GENTLE DENTAL OF IRVINE, a California
corporation                
| |  | By:                                                              
| |  | GDSC OF PIEDMONT, INC., a California corporation                 
| |  | By:                                                              
| |  | GENTLE DENTAL LEGACY, INC., a Nevada corporation                 
| |  | By:                                                              
| |  | DENTAL CARE ALLIANCE OF FLORIDA, INC., a Florida corporation     
| |  | By:                                                              

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| |  | DENTAL CARE ALLIANCE OF MICHIGAN, INC., a Michigan corporation   
| |  | -----------------------------------------------------------------
| |  | By:                                                              
| |  | DENTAL CARE ALLIANCE OF GEORGIA, INC., a Florida corporation     
| |  | By:                                                              
| |  | DENTAL CARE ALLIANCE OF INDIANA, INC., a Florida corporation     
| |  | By:                                                              
| |  | DENTAL ONE ASSOCIATES, INC., a Georgia corporation               
| |  | By:                                                              
| |  | DENTAL CARE ALLIANCE OF PENNSYLVANIA, INC., a Florida corporation
| |  | By:                                                              

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|Additional Companies as Guarantors: |  | DENTALCO MANAGEMENT SERVICES OF MARYLAND, INC., as a Guarantor                                                                                   
|----------------------------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------
|                                    |  | By:                                                                                                                                              
|                                    |  | Name: Michael T. Fiore
Title: President                                                                                                          
|                                    |  | THE DENTAL CENTER, INC., as a Guarantor                                                                                                          
|                                    |  | By:                                                                                                                                              
|                                    |  | Name: Michael T. Fiore
Title: President                                                                                                          
|                                    |  | PURCHASER                                                                                                                                        
|                                    |  | LEVINE LEICHTMAN CAPITAL PARTNERS, INC., a California corporation                                                                                
|                                    |  | On behalf of LEVINE LEICHTMAN
        CAPITAL PARTNERS II, L.P., a California
        limited partnership                                        
|                                    |  | By: /s/ LAUREN B. LEICHTMAN
              _______________________________
              Lauren B. Leichtman
              Chief Executive Officer

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Schedule A

List of Defaults



Schedule A1

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