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                                 INTERDENT, INC.
                      EMPLOYEE STOCK PURCHASE PLAN OF 1999


          1.   PURPOSE. InterDent, Inc., a Delaware corporation (the "COMPANY"),
hereby adopts the InterDent, Inc. Employee Stock Purchase Plan of 1999 (the
"PLAN"). The purpose of the Plan is to provide an opportunity for the employees
of the Company and any designated subsidiaries to purchase shares of common
stock, $.001 par value per share (the "COMMON STOCK"), of the Company at a
discount through voluntary automatic payroll deductions, thereby attracting,
retaining and rewarding such persons and strengthening the mutuality of interest
between such persons and the Company's stockholders.

          2.   SHARES SUBJECT TO PLAN. An aggregate of One Million (1,000,000)
shares of Common Stock (the "SHARES") may be sold pursuant to the Plan. Such
Shares may be authorized but unissued Common Stock, treasury shares or Common
Stock purchased in the open market. If there is any change in the outstanding
shares of Common Stock by reason of a stock dividend or distribution, stock
split-up, recapitalization, combination or exchange of shares, or by reason of
any merger, consolidation or other corporate reorganization in which the Company
is the surviving corporation, the number of Shares available for sale shall be
equitably adjusted by the Committee appointed to administer the Plan to give
proper effect to such change.

          3.   ADMINISTRATION. The Plan shall be administered by a committee
(the "COMMITTEE") which shall be the Compensation Committee of the Board of
Directors or another committee consisting of not less than two directors of the
Company appointed by the Board of Directors, all of whom shall qualify as
non-employee directors within the meaning of Securities and Exchange Commission
Rule 16b-3 or any successor regulation. The Committee is authorized, subject to
the provisions of the Plan, to establish such rules and regulations as it deems
necessary for the proper administration of the Plan and to make such
determinations and interpretations and to take such action in connection with
the Plan and any Benefits granted hereunder as it deems necessary or advisable.
All determinations and interpretations made by the Committee shall be binding
and conclusive on all participants and their legal representatives. No member of
the Board of Directors, no member of the Committee and no employee of the
Company shall be liable for any act or failure to act hereunder, by any other
member or employee or by any agent to whom duties in connection with the
administration of this Plan have been delegated or, except in circumstances
involving his or her bad faith, gross negligence or fraud, for any act or
failure to act by the member or employee.

          4.   ELIGIBILITY. All regular employees of the Company, and of each
qualified subsidiary of the Company which may be so designated by the Committee,
shall be eligible to participate in the Plan, except, in the discretion of the
Committee:

          (a)  employees whose customary employment is 20 hours or less per
     week;

          (b)  employees whose customary employment is for not more than
     5 months per year;

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          (c)  employees who have not been employed for at least 60 days
     as of any Enrollment Date (as defined in paragraph 5); and

          (d)  employees covered by a collective bargaining agreement
     between the Company or one of its subsidiaries and such employees'
     representatives in the negotiation of which stock purchase plan benefits
     were the subject of good faith bargaining, unless the bargaining agreement
     provides for participation in the Plan;

For the purposes of this Plan, the term "EMPLOYEE" means any individual in an
employee-employer relationship with the Company or a qualified subsidiary of the
Company, but excluding (a) any independent contractor; (b) any consultant, (c)
any individual performing services for the Company or a qualified subsidiary who
has entered into an independent contractor or consultant agreement with the
Company or a qualified subsidiary; (d) any individual performing services for
the Company or a qualified subsidiary under an independent contractor or
consultant agreement, a purchase order, a supplier agreement or any other
agreement that the Company or a qualified subsidiary enters into for services;
and (e) any "LEASED EMPLOYEE" as defined in Section 414(n) of the Internal
Revenue Code. The term "QUALIFIED SUBSIDIARY" means any corporation in which a
fifty percent (50%) or greater interest is, at the time, directly or indirectly
owned by the Company or by one or more subsidiaries or by the Company and one or
more subsidiary which is designated for participation by the Committee.

          5.   PARTICIPATION. An eligible employee may elect to participate in
the Plan as of any "ENROLLMENT DATE". Enrollment Dates shall occur on the first
day of an Offering Period (as defined in paragraph 8). Any such election shall
be made by completing and forwarding an Enrollment and Change Form to the Human
Resources Department of the Company prior to such Enrollment Date, authorizing
payroll deductions in an amount up to $885 but not less than $5.00 and not
exceeding 15% of the employee's gross pay for the payroll period to which the
deduction applies. A participating employee may increase or decrease payroll
deductions as of any subsequent Enrollment Date by completing and forwarding a
revised Enrollment and Change Form to the Human Resources Department of the
Company at least ten (10) days prior to such subsequent Enrollment Date;
provided, that changes in payroll deductions shall not be permitted to the
extent that they would result in total payroll deductions exceeding 15% of the
employee's gross pay or $885 and that such increase or decrease may be made only
two times in any calendar year. An eligible employee may not initiate, increase
or decrease payroll deductions as of any date other than an Enrollment Date. For
purposes of this Plan, the term "GROSS PAY" means the gross amount of pay an
employee would receive at each regular pay period date before any deduction for
required federal or state withholding and any other amounts which may be
withheld. If a participant has withdrawn from the Plan in accordance with the
provisions of paragraph 7, such participant may resume participation in the Plan
by completing an Enrollment and Change Form indicating a desire to resume
participation and submitting the completed form to the Human Resources
Department such that it is received by the Human Resources Department at least
ten (10) days prior to the first day of the Offering Period for which
participation is to resume.

          6.   PAYROLL DEDUCTION ACCOUNTS. The Company shall establish a
"PAYROLL DEDUCTION ACCOUNT" for each participating employee, and shall credit
all payroll deductions made


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on behalf of each employee pursuant to paragraph 5 to his or her Payroll
Deduction Account. No interest shall be credited to any Payroll Deduction
Account.

          7.   WITHDRAWALS. An employee may withdraw from an Offering Period at
any time by completing and forwarding a signed Enrollment and Change Form to the
Human Resources Department of the Company. Upon receipt of such notice, payroll
deductions on behalf of the employee shall be discontinued commencing with the
immediately following payroll period, and such employee may not again be
eligible to participate in the Plan until the next Enrollment Date. Amounts
credited to the Payroll Deduction Account during the Offering Period prior to
receipt by the Human Resources Department of an Enrollment and Change Form
indicating a withdrawal request will be used to purchase shares of Common Stock
for the participant. A participant may withdraw only one time in any calendar
year.

          8.   OFFERING PERIODS. The Plan shall be implemented by consecutive
Offering Periods with a new Offering Period commencing on the first trading day
on or after January 1, April 1, July 1 and October 1 of each year, or on such
other date as the Committee shall determine, and continuing thereafter to the
last trading day of the respective three-month period or until terminated in
accordance with paragraph 17 hereof. The first Offering Period hereunder shall
commence effective as of January 1, 1999 and the Share Purchase Date (as defined
below in this paragraph 8) for such first Offering Period shall be effective as
of April 1, 1999 (as indicated below). "TRADING DAY" shall mean a day on which
the Nasdaq National Market, or other primary securities exchange or market on
which the Company's Common Stock is then traded, is open for trading. The
Committee shall have the power to change the duration of Offering Periods
(including the commencement dates thereof) with respect to future offerings. The
last trading day of each Offering Period prior to the termination of the Plan
(or such other trading date as the Committee shall determine) shall constitute
the purchase date (the "SHARE PURCHASE DATE") on which each employee for whom a
Payroll Deduction Account has been maintained shall purchase the number of
Shares determined under paragraph 9(a); provided, that the initial Share
Purchase Date shall be effective as of April 1, 1999. Notwithstanding the
foregoing, the Company shall not permit the exercise of any right to purchase
Shares

               (a)  to an employee who, immediately after the right is granted,
     would own shares possessing 5% or more of the total combined voting power
     or value of all classes of stock of the Company or any subsidiary; or

               (b)  which would permit an employee's rights to purchase shares
     under this Plan, or under any other qualified employee stock purchase plan
     maintained by the Company or any subsidiary, to accrue at a rate in excess
     of $25,000 of the fair market value of such shares (determined at the time
     such rights are granted) for each calendar year in which the right is
     outstanding at any time.

For the purposes of subparagraph (a), the provisions of Section 424(d) of the
Internal Revenue Code shall apply in determining the stock ownership of an
employee, and the shares which an employee may purchase under outstanding rights
or options shall be treated as shares owned by the employee.


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          9.  PURCHASE OF SHARES.

          (a)  Subject to the limitations set forth in paragraphs 7 and 8, each
employee participating in an offering shall have the right to purchase as many
whole Shares as may be purchased with the amounts credited to his or her Payroll
Deduction Account as of the payroll date coinciding with or immediately
preceding the last Wednesday of the month (or such other date as the Committee
shall determine) in which occurs the applicable Share Purchase Date (the "CUTOFF
DATE"). Fractional shares may not be purchased under the Plan. Any amount
remaining in the Payroll Deduction Account of a participant after the Share
Purchase Date shall be retained in the account for the purchase of additional
Shares in subsequent Offering Periods. Employees may purchase Shares only
through payroll deductions, and cash contributions shall not be permitted.

          (b)  The "PURCHASE PRICE" for Shares purchased under the Plan shall be
not less than an amount equal to 85% of the average of the closing sales price
of shares of Common Stock on the Nasdaq National Maret (or other primary
securities exchange or market on which the Company's Common Stock is then
traded) during the five trading days prior to and excluding the Share Purchase
Date at the end of the Offering Period. The Committee shall have the authority
to establish a different Purchase Price as long as any such Purchase Price
complies with the provisions of Section 423 of the Internal Revenue Code.

          (c)  On each Share Purchase Date, the amount credited to each
participating employee's Payroll Deduction Account as of the immediately
preceding Cutoff Date shall be applied to purchase as many whole Shares as may
be purchased with such amount at the applicable Purchase Price.

          10.  BROKERAGE ACCOUNTS OR PLAN SHARE ACCOUNTS. By enrolling in the
Plan, each participating employee shall be deemed to have authorized the
establishment of a brokerage account on his or her behalf at a securities
brokerage firm selected by the Committee. Alternatively, the Committee may
provide for Plan share accounts for each participating employee to be
established by the Company or by an outside entity selected by the Committee
which is not a brokerage firm. Shares purchased by an employee pursuant to the
Plan shall be held in the employee's brokerage or Plan share account ("PLAN
SHARE ACCOUNT") in his or her name, or if the employee so indicates on his or
her payroll deduction authorization form, in the employee's name jointly with a
member of the employee's family, with right of survivorship.

          11.  RIGHTS AS STOCKHOLDER; RESTRICTIONS ON TRANSFER. An employee
shall have no rights as a stockholder with respect to Shares subject to any
rights granted under this Plan until payment for such Shares has been completed
at the close of business on the relevant Share Purchase Date. Employees
participating in the Plan may not sell, transfer, pledge, encumber or otherwise
convey any Shares purchased under the Plan until expiration of the first
anniversary of the Share Purchase Date related to such Shares.

          12.  CERTIFICATES. Certificates for Shares purchased under the Plan
will not be issued automatically. However, upon an employee's written request
certificates for whole Shares purchased shall be issued at any time after the
one year anniversary of the purchase date of the


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Shares represented by such certificates. The Company may make a reasonable
charge for the issuance of such certificates.

          13.  TERMINATION OF EMPLOYMENT. If a participating employee's
employment is terminated for any reason, including death, if an employee is
granted a leave of absence of more than 90 days duration (unless such leave
of absence is disability leave approved in writing by the Company or is
covered by the Family and Medical Leave Act (29 U.S.C Sections 2601-2654),
the California Family Rights Act (Cal. Govt. Code Sections 12945.1-12945.2)
or any similar act of any other applicable state) or if an employee otherwise
ceases to be eligible to participate in the Plan, payroll deductions on
behalf of the employee shall be discontinued and any amounts then credited to
the employee's Payroll Deduction Account shall remain in the account and be
used to purchase Shares in accordance with paragraph 9 hereof, subject to the
limitations in paragraph 8 hereof. Any amount remaining in the Payroll
Deduction Account after the final Share Purchase Date shall be refunded to
the employee as soon as practicable.

          14.  RIGHTS NOT TRANSFERABLE. Rights granted under this Plan are not
transferable by a participating employee other than by will or the laws of
descent and distribution, and are exercisable during an employee's lifetime only
by the employee.

          15.  EMPLOYMENT RIGHTS. Neither participation in the Plan, nor the
exercise of any right granted under the Plan, shall be made a condition of
employment, or of continued employment with the Company or any subsidiary.

          16.  APPLICATION OF FUNDS. All funds received by the Company for
Shares sold by the Company on any Share Purchase Date pursuant to this Plan may
be used for any corporate purpose.

          17.  AMENDMENTS AND TERMINATION. The Board of Directors may amend the
Plan at any time, provided that no such amendment shall be effective unless
approved within 12 months after the date of the adoption of such amendment by
the affirmative vote of stockholders holding shares of Common Stock entitled to
a majority of the votes represented by all outstanding shares of Common Stock
entitled to vote if such stockholder approval is required for the Plan to
continue to comply with the requirements of Securities and Exchange Commission
Rules 16b-3 and Section 423 of the Internal Revenue Code. The Board of Directors
may suspend the Plan or discontinue the Plan at any time. Upon termination of
the Plan, all payroll deductions shall cease and all amounts then credited to
the participating employees' Payroll Deduction Accounts shall be equitably
applied to the purchase of whole Shares then available for sale, and any
remaining amounts shall be promptly refunded to the participating employees.

          18.  APPLICABLE LAWS. This Plan, and all rights granted hereunder, are
intended to meet the requirements of an "EMPLOYEE STOCK PURCHASE PLAN" under
Section 423 of the Internal Revenue Code, as from time to time amended, and the
Plan shall be construed and interpreted to accomplish this intent. Sales of
Shares under the Plan are subject to, and shall be accomplished only in
accordance with, the requirements of all applicable securities and other laws.


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          19.  EXPENSES. Except to the extent provided in paragraph 12, all
expenses of administering the Plan, including expenses incurred in connection
with the purchase of Shares for sale to participating employees, shall be borne
by the Company and its subsidiaries.

          20.  STOCKHOLDER APPROVAL. The Plan was adopted by the Board of
Directors on April 20, 1999, subject to stockholder approval. The Plan and any
action taken hereunder shall be null and void if stockholder approval is not
obtained at the next annual meeting of stockholders.











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