CONSULTING AGREEMENT

This Consulting Agreement ("Agreement") is made as of            , 2001, by and between InterDent, Inc., a Delaware corporation ("Company"), andSteven R. Matzkin, D. D. S.("Consultant").

In
consideration of the premises and mutual covenants herein contained, the parties hereby agree as follows:

1.  Treatment of Stock Options.

The
parties expressly acknowledge that the Services (defined below) provided during the course of this Agreement shall be deemed to constitute uninterrupted "Continuous Service" by
Consultant under the Company's 2000 Key Executive Stock Incentive Plan, "Eligible Employee" as defined in the Dental Care Alliance, Inc. 1997 Executive Incentive Compensation Plan and to
constitute the necessary consulting arrangement under the Company's 1999 Stock Incentive Plan and any other Company stock option plans pursuant to which Consultant has been granted options as of the
date hereof ("Options"), such that all such Options shall remain in full force and effect in accordance with their respective terms, as amended.

2.  Services.Consultant agrees to provide strategic counseling, advice and other consulting services
(the "Services") to the Company from time to time as requested by the Company. Consultant shall not be required to provide any Services which require more than three (3) hours per month of
Consultant's time and such Services shall not require any travel by Consultant, unless otherwise agreed to in writing by the parties.

3.  Term and Termination.This Agreement shall continue until May 23, 2010.

4.  Payment for Services; Expenses; Equipment; Overhead Account.



5.  Independent Contractor.It is understood and agreed that Consultant shall perform the Services as an
independent contractor and consultant. Consultant shall not be deemed to be an employee of the Company. Consultant shall not be entitled to any benefits provided by the Company to its employees, and
the Company will make no deductions from any of the payments due to Consultant hereunder for state or federal tax purposes. Consultant agrees that Consultant shall be personally responsible for any
and all taxes and other payments due on payments received by him from the Company hereunder.

6.  Representations and Warranties of Consultant.



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7.  Confidential Information.



8.  Ownership.All work performed hereunder, and all materials developed or prepared for the Company by
Consultant including, without limitation, all designs, copyrightable works, ideas, inventions, technology and other creations (collectively, "Creations"), are Confidential Information and the sole
property of the Company. Consultant hereby irrevocably assigns and agrees to assign to Customer, without additional consideration, all right, title and interest in and to all Creations, whether
currently existing or created or developed later, effective immediately upon the inception, conception, creation or development thereof.

9.  Return of Company Property.On termination of this Agreement, or at any time the Company so
requests, Consultant will deliver immediately to the Company all property belonging to the Company
and all material containing or constituting Confidential Information, including any copies in my possession or control, whether prepared by Consultant or by others.

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10. Governing Law.This contract will be governed by and construed in accordance with the laws of the
State of California, without giving effect to its conflicts of laws rules.

11. Severability.If any provision of this Agreement is determined to be invalid, illegal or
unenforceable, the validity or enforceability of the other provisions shall not be affected.

12. Assignment.Consultant shall not assign, sell, transfer, delegate or otherwise dispose of, whether
voluntarily or involuntarily, or by operation of law, any rights or obligations under this Agreement. Any purported assignment, transfer, or delegation by Consultant shall be null and void.

13. Notices.All notices required or permitted hereunder shall be in writing and shall be deemed
effectively given: (a) upon personal delivery to the party to be notified, (b) when sent by confirmed telex or facsimile if sent during normal business hours of the recipient; if not,
then on the next business day, (c) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (d) one (1) day after
deposit with a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt. All communications shall be sent to the party to be notified at the address
as set forth below or at such other address as such party may designate by ten (10) days advance written notice to the other parties hereto.



14. General.Failure to enforce any provision of this Agreement shall not constitute a waiver of any
term hereof. This Agreement contains the entire agreement between the parties with respect to the subject matter hereof. This Agreement may be executed in one or more counterparts, each of which shall
be deemed an original, but all of which together shall constitute one and the same agreement.

[Signature
pages follow]

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IN WITNESS WHEREOF, the parties have executed this Consulting Agreement as of the day and year set forth above.

| |  | Company:INTERDENT, INC.
By: /s/ NORMAN R. HUFFAKERName: NORMAN R. HUFFAKERTitle: CFO
| |  | ------------------------------------------------------------------------------------
| |  | Consultant:/s/ STEVEN R. MATZKIN, D.D.S.STEVEN R. MATZKIN, D.D.S.                   

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