MARC J. WINTHROP - State Bar No. 63218
ROBERT E. OPERA - State Bar No. 101182
SEAN A. O'KEEFE - State Bar No. 122417
GARRICK A. HOLLANDER - State Bar No. 166316
WINTHROP COUCHOT
PROFESSIONAL CORPORATION
660 Newport Center Drive, Fourth Floor
Newport Beach, CA 92660
Telephone: (949) 720-4100
Facsimile: (949) 720-4111

General Insolvency Counsel for
Debtors and 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 SERVICE CORPORATION, a Washington            In a Case Under Chapter
Corporation; INTERDENT, INC., a Delaware Corporation;  11 of the Bankruptcy Code
                                                       (11 U.S.C.ss.101 et seq.)
          Debtors and
          Debtors-in-Possession.
          DEBTORS' SECOND AMENDED DISCLOSURE STATEMENT DESCRIBING
       SECOND AMENDED CHAPTER 11 PLAN [As Modified on July 22, 2003]

                         Disclosure Statement Hearing

                               Date: July 22, 2003
                                 Time: 3:30 p.m.
                                                           Ctrm: 5A

                            Plan Confirmation Hearing

                                                           Date:
                                                           Time:
                                                           Ctrm:



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<TABLE>
<CAPTION>
                                TABLE OF CONTENTS
                                                                                                       PAGE
<S>     <C>                                                                                          <C>
I.       INTRODUCTION      ...............................................................................1

II.      DEFINITIONS AND RULES OF INTERPRETATION..........................................................3
         2.1      Definitions.............................................................................3
         2.2      Rules of Construction...................................................................29
         2.3      Plan Documentary Supplement.............................................................30
         2.4      Exhibits ...............................................................................30

III.     PLAN CONFIRMATION DEADLINES......................................................................31
         3.1      Time and Place of the Confirmation Hearing..............................................31
         3.2      Deadline For Voting For or Against the Plan.............................................31
         3.3      Deadline For Objecting to the Confirmation of the Plan..................................31
         3.4      Identity of Person to Contact for More Information Regarding
                  the Plan ...............................................................................32
         3.5      Disclaimer..............................................................................32

IV.      BACKGROUND OF THE DEBTORS........................................................................33
         4.1      Corporate Structure.....................................................................33
         4.2      Summary of Business Services............................................................35
         4.3      Overview of Operating Data; Related Facts...............................................35
         4.4      Industry Overview.......................................................................37
         4.5      Strategy ...............................................................................37
         4.6      Summary of Selected Consolidated Financial Data.........................................39
         4.7      Summary of Overall Debt Structure.......................................................41
         4.8      Description of Primary Debt Positions...................................................41
         4.9      Seller Notes and Other Unsecured Debt...................................................44
         4.10     Equity Ownership........................................................................47
         4.11     Management of The Debtors...............................................................48
         4.12     Pre-Petition Legal Proceedings..........................................................51

V.       THE CHAPTER 11 CASES.............................................................................54
         5.1      Events Leading to Chapter 11 Filing.....................................................54
         5.2      Debtor-in Possession Status.............................................................55
         5.3      The Automatic Stay......................................................................56
         5.4      Entry of First Day Orders...............................................................56
         5.5      Actual and Projected Recovery of Preferential or Fraudulent Transfers...................57
         5.6      Projected Objections to Claims Filed Against the Estates................................61

VI.      SUMMARY OF THE PLAN OF REORGANIZATION............................................................62
         6.1      What Creditors and Interest Holders Will Receive Under The
                  Proposed Plan...........................................................................62
         6.2      Unclassified Claims.....................................................................62
         6.3      Classification of Claims And Interests..................................................65
         6.4      Summary Of Treatment Of Claims And Interests Under The Plan.............................67
VII.     MEANS OF IMPLEMENTATION..........................................................................76
         7.1      Introduction............................................................................76
         7.2      The Reorganized Debtors.................................................................76
         7.3      Issuance of New Plan Securities.........................................................76
         7.4      Amended and Restated Articles or Certificate of Incorporation
                  and Bylaws..............................................................................77
         7.5      Management/Board of Directors...........................................................78
         7.6      Election of Future Directors............................................................79
         7.7      Initial Senior Officers.................................................................79
         7.8      Revesting of Assets.....................................................................80
         7.9      Cancellation of Existing Securities and Agreements......................................80
         7.10     Issuance of New Class A Preferred Stock And The Issuance of
                  The New Class B Preferred Stock.........................................................81
         7.11     Issuance of New Common Stock/Transfer Restriction/Forced Sale...........................81
         7.12     Issuance of New Warrants and Class 6 Warrants...........................................82
         7.13     Management Stock Options................................................................82
         7.14     Section 1145 Exemption For New Common Stock And Warrants................................83
         7.15     Illiquidity of New Common Stock, New Warrants And
                  Class 6 Warrants........................................................................85
         7.16     Exit Facility...........................................................................85
         7.17     New Shareholder Agreement...............................................................87
         7.18     Committee...............................................................................87
         7.19     Risks...................................................................................88

VIII.    DISTRIBUTIONS     ...............................................................................91
         8.1      Distribution Agent......................................................................91
         8.2      Distributions...........................................................................91
         8.3      Treatment of Disputed Claims............................................................92

IX.      EXECUTORY CONTRACTS AND UNEXPIRED LEASES.........................................................94
         9.1      Executory Contracts Being Assumed.......................................................94
         9.2      Executory Contracts Being Rejected......................................................95
         9.3      Retention of Property Rights By Reorganized Debtors.....................................95
         9.4      Bar Date for Rejection Damages..........................................................96
         9.5      Cure Statements.........................................................................96
         9.6      Changes in Rates Subject to Regulatory Commission Approval..............................96

X.       TAX CONSEQUENCES OF PLAN.........................................................................97
         10.1     Introduction............................................................................97
         10.2     Federal Income Tax Consequences to the Debtors..........................................98
         10.3     Tax Consequences To Creditors...........................................................101
         10.4     Tax Consequences To Shareholders........................................................107

XI.      CONFIRMATION REQUIREMENTS AND PROCEDURES.........................................................107
         11.1     Introduction............................................................................107
         11.2     Who May Object to Confirmation of the Plan..............................................108
         11.3     Who May Vote to Accept/Reject the Plan..................................................108
         11.4     Who is Not Entitled to Vote.............................................................109
         11.5     Who Can Vote in More Than One Class.....................................................109
         11.6     Votes Necessary to Confirm the Plan.....................................................109
         11.7     Votes Necessary for a Class to Accept the Plan..........................................109
         11.8     Treatment of Nonaccepting Classes.......................................................109
         11.9     Request for Confirmation Despite Nonacceptance by Impaired Class(es)....................110
         11.10    Liquidation Analysis....................................................................110
         11.11    Feasibility.............................................................................116

XII.     EFFECT OF CONFIRMATION OF PLAN...................................................................116
         12.1     Discharge...............................................................................116
         12.2     Injunction..............................................................................117

XIII.    LIMITATION OF LIABILITY AND RELEASES.............................................................118
         13.1     No Liability for Solicitation or Participation..........................................118
         13.2     Limitation of Liability.................................................................118
         13.3     Release by Debtors and Related Parties..................................................119

XIV.     CONDITIONS TO CONFIRMATION AND EFFECTIVENESS.....................................................120
         14.1     Conditions Precedent to Plan Confirmation...............................................120
         14.2     Conditions Precedent to Plan Effectiveness..............................................120
         14.3     Waiver of Conditions....................................................................121

XV.      RETENTION OF JURISDICTION........................................................................121
         15.1     Retention of Jurisdiction...............................................................121

XVI.     MODIFICATION OR WITHDRAWAL OF PLAN...............................................................123
         16.1     Modification of Plan....................................................................123
         16.2     Termination Events......................................................................123
         16.3     Nonconsensual Confirmation..............................................................123

XVII.    MISCELLANEOUS     ...............................................................................124
         17.1     Payment of Statutory Fees...............................................................124
         17.2     Plan Sponsorship........................................................................124
         17.3     Payment Dates...........................................................................124
         17.4     Headings ...............................................................................124
         17.5     Other Documents and Actions.............................................................124
         17.6     Notices  ...............................................................................124
         17.7     Governing Law...........................................................................126
         17.8     Binding Effect..........................................................................127
         17.9     Successors and Assigns..................................................................127
         17.10    Severability of Plan Provisions.........................................................127
         17.11    No Waiver...............................................................................127
         17.12    Exemption from Securities Laws..........................................................127
         17.13    Inconsistencies.........................................................................127
         17.14    Exemption from Certain Transfer Taxes and Recording Fees................................128
         17.15    Post-Confirmation Status Report.........................................................128
         17.16    Post-Confirmation Conversion/Dismissal..................................................128
         17.17    Final Decree............................................................................129
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<PAGE>
                                        I
                                  INTRODUCTION
         NOTE TO SELLER DENTISTS AND OTHER HOLDERS OF UNSECURED CLAIMS, OTHER
THAN THE SENIOR SUBORDINATED NOTE HOLDERS, CONVERTIBLE SUBORDINATED NOTE HOLDERS
AND AMERIDENT DENTAL CORPORATION: THE TREATMENT OF YOUR UNSECURED CLAIMS
(DESCRIBED AS CLASS 4.1 CLAIMS) IS SET FORTH IN SECTION 6.4 OF THE DEBTORS'
SECOND AMENDED JOINT CHAPTER 11 PLAN OF REORGANIZATION [AS MODIFIED ON JULY 22,
2003] ("Plan") AND IS SUMMARIZED IN SECTION 6.4.6 HEREOF. SECTION 4.9 OF THIS
DISCLOSURE STATEMENT AND EXHIBIT "5" HERETO IDENTIFY THE UNSECURED CLAIMS
CONTAINED IN CLASS 4 OF THE PLAN AND EXHIBIT "6" HERETO STATES THE TREATMENT OF
SELLER NOTES OF DENTISTS UNDER THE PLAN.

         NOTE TO HOLDERS OF ADMINISTRATIVE CLAIMS AND TO HOLDERS OF CLAIMS
ARISING FROM THE REJECTION OF EXECUTORY CONTRACTS AND UNEXPIRED LEASES: THE PLAN
PROVIDES FOR BAR DATES FOR THE FILING OF REQUESTS FOR PAYMENT OF ADMINISTRATIVE
CLAIMS AND FOR THE FILING OF PROOFS OF CLAIM BY HOLDERS OF CLAIMS ARISING FROM
THE REJECTION OF EXECUTORY CONTRACTS AND UNEXPIRED LEASES. THE BAR DATE FOR
FILING REQUESTS FOR PAYMENT OF ADMINISTRATIVE CLAIMS IS SET FORTH IN SECTION
4.1.2(B) OF THE PLAN, AND IS DESCRIBED IN SECTION 6.2.1 HEREOF. THE BAR DATE FOR
FILING PROOFS OF CLAIM ARISING FROM THE REJECTION OF EXECUTORY CONTRACTS AND
UNEXPIRED LEASES IS SET FORTH IN SECTION 11.4 OF THE PLAN, AND IS DESCRIBED IN
SECTION 9.4 HEREOF.

         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. 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.

         Chapter 11 allows a debtor, and under some circumstances, creditors and
others parties in interest, to propose a plan of reorganization. The Debtors in
the instant Chapter 11 proceedings are the parties proposing the Debtors' Plan
sent to you in the same envelope as this document. The Plan being proposed by
the Debtors is a reorganizing Plan. Through this Plan, the Debtors seek to
continue operating their business and to satisfy and discharge the claims of
their creditors, on the terms provided for in the Plan. Although the Plan is
being proposed jointly by the Debtors, the Debtors' respective Chapter 11
Estates remain legally separate under the Plan. Each Debtor is assuming
liability under the Plan only for the claims properly chargeable to such Debtor,
and for no others. THE DOCUMENT YOU ARE READING IS THE DISCLOSURE STATEMENT FOR
THE ENCLOSED 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.
         This Disclosure Statement summarizes what is in the Plan, and tells you
certain information relating to the Plan and the process the Bankruptcy Court
follows in determining whether or not to confirm the Plan.

         READ THIS DISCLOSURE STATEMENT CAREFULLY IF YOU WANT TO KNOW ABOUT:
         ------------------------------------------------------------------
         WHO CAN VOTE OR OBJECT TO THE PLAN

         HOW YOUR CLAIM IS TREATED

         HOW THIS TREATMENT COMPARES TO WHAT YOUR CLAIM WOULD RECEIVE IN
         LIQUIDATION

         THE HISTORY OF THE DEBTORS AND SIGNIFICANT EVENTS DURING THE BANKRUPTCY

         WHAT FACTORS THE BANKRUPTCY COURT WILL CONSIDER TO DECIDE WHETHER OR
         NOT TO CONFIRM THE PLAN

         WHAT IS THE EFFECT OF CONFIRMATION, AND

         WHETHER THE PLAN IS FEASIBLE.

         This Disclosure Statement cannot tell you everything about your rights.
You should consider consulting your own lawyer to obtain more specific advice on
how this Plan will affect you and your best course of action.

         Be sure to read the Plan as well as the Disclosure Statement. If there
are any inconsistencies between the Plan and the Disclosure Statement, the Plan
provisions will govern.

         The Bankruptcy Code requires a Disclosure Statement to contain
"adequate information" concerning the Plan. On or about July 22, 2003, the
Bankruptcy Court entered an order approving the Disclosure Statement, based upon
a finding that this document contained "adequate information" to enable parties
affected by the Plan to make an informed judgment regarding the Plan. Any party
can now solicit votes for or against the Plan.

                                       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 that 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.

2.1.1 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.

2.1.2  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.

2.1.3 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.

2.1.4    Allowed Amount shall mean:

                         A. 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.

                         B. 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 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 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.

                         C. 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.

                         D. 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.

2.1.5 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).

2.1.6 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.

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

2.1.8  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.

2.1.9 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."

2.1.10 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.

2.1.11  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.


2.1.12 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.

2.1.13  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.

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

2.1.15 Amerident Fraudulent Transfer Action. The action pending in California
Superior Court, Los Angeles County, bearing Case No. BC260811, and all claims
stated therein by the plaintiff Amerident Dental Corporation.

2.1.16  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.

2.1.17 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 J.P.Morgan  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.

2.1.18 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.

2.1.19 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.

2.1.20 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.

2.1.21 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.

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

2.1.23  Business  Plan.  As defined in the New Credit  Agreement,  substantially
similar to the following:  Those certain  financial  projections 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  6.1.1H.
and 6.1.1.J of the Plan.

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

2.1.25  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.

2.1.26 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.

2.1.27 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.

2.1.28 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.

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

2.1.30 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 of the Plan,  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.l 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.

2.1.31 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.

2.1.32 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). 2.1.33 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.

2.1.34 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 A 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.

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

2.1.36 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.

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

2.1.38  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.

2.1.39 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.

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

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

2.1.42 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.

2.1.43 DDJCM. DDJ Capital Management, LLC.

2.1.44 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.

2.1.45 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.

2.1.46 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.

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

2.1.48 Debtors-in-Possession. The Debtors when each is acting in the capacity of
representative of the Estates in the Cases. 2.1.49 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.

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

2.1.51 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.

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

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

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

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

2.1.56 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.

2.1.57 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).

2.1.58   Distribution Agent.  Reorganized InterDent.

2.1.59 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 (1) 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.

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

2.1.61 Effective Date. A date to be agreed upon by the Debtors and the
Co-Sponsors and set forth in a notice Filed with the 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. This
proviso is included in order to accommodate any potential delay in the
Plan-related documentation referenced in Section 14.2 of the Plan.
Notwithstanding such proviso, the Debtors and the Plan Sponsors intend to act in
good faith to attempt to cause the Effective Date to occur within sixty (60)
days after the Confirmation Date.

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

2.1.63 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.

               Given the Debtors' financial difficulties during the past several
years, the Debtors have not had funds sufficient to make capital expenditures at
customary levels. By reason thereof, there is a significant amount of deferred
maintenance, and the Debtors anticipate that they will need to spend, after the
Effective Date, substantially higher amounts for capital expenditures than in
the recent past. Over the next several years, the Debtors expect to spend each
year approximately 2% to 3% of their revenues for capital expenditures in part
due to the limited expenditures made in prior years (.64% of revenues in 2002
and 1.31% of revenues in 2001), and then to continue to track the industry
average of 2% of annual revenues for capital expenditures from that point
forward. The Debtors project that, in 2004 and 2005, the Debtors will spend,
respectively, $9 million and $8 million dollars for capital expenditures.

2.1.64 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.

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

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

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

2.1.68 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.

2.1.69 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.

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

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

2.1.72 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.

2.1.73 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.

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

2.1.75 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.

2.1.76 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.

2.1.77 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.

2.1.78   ISC.  InterDent Service Corporation, a Washington corporation.

2.1.79   InterDent.  InterDent, Inc., a Delaware corporation.

2.1.80 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.

2.1.81  Lien.  Will be  defined in  accordance  with the  provisions  of section
101(37) of the Bankruptcy Code.

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

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

2.1.84 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.

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

2.1.86 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 the 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.

2.1.87 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 the 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 right; 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.

2.1.88 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 the 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.
2.1.89 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 in the Plan, 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:

2.1.90  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;

A.   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;

B.   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;

C.   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

D.   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 the 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. 2.1.91 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:

A.   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;

B.   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;

C.   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;

D.   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

E.   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.

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

2.1.93 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,  the provisions  substantially
similar to those described in Section 6.1.1 of the Plan.

2.1.94 New Preferred Stock. Collectively the New Class A Preferred Stock and the
New Class B Preferred Stock.

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

Warrants.

2.1.96 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.

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

2.1.98 New Warrants. Warrants to purchase shares of New Class
A 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 Class A Preferred
Stock or New Class A Common Stock by the DDJCM 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).

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

2.1.100 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.

2.1.101 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.

2.1.102 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.

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

2.1.104  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 the
Plan.

2.1.105 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 the 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.

2.1.106 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 the confirmation of the Plan
the Plan or on such other date as the Bankruptcy Court may establish).

2.1.107 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 the 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.

2.1.108 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.

2.1.109 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.

2.1.110 Professional Fees. All Allowed Claims for compensation and for
reimbursement of expenses under Sections 328, 330 and/or 503(b) of the
Bankruptcy Code.

2.1.111  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.

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

2.1.113 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.

2.1.114 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.

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

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

2.1.117 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 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.

2.1.118 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.

2.1.119 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.

2.1.120 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.

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

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

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

2.1.123  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.

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

2.1.125 Senior  Subordinated Notes. The 12.5% Senior Subordinated Notes due 2005
issued pursuant to the Senior Subordinated

Note Agreement.

2.1.126 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.

2.1.127 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.

2.1.128 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.

2.1.129 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.

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

2.1.131  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.

2.1.132 Warrant Exercise Price. The dollar amount which results from dividing
the Strike Price Value by the Base New Common Stock Amount. 2.2 Rules of
Construction. For purposes of the Plan and this 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 this 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 this 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 this Disclosure Statement, any reference in the Plan or this
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 this 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
this Disclosure Statement or any other provision in this Section 2.2.
2.3 Plan Documentary Supplement. Forms or summaries of certain documents
referred to in the Plan or this 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.
2.4 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

                           PLAN CONFIRMATION DEADLINES

         The Bankruptcy Court has not confirmed the Plan described in this
Disclosure Statement. Accordingly, the terms of the Plan are not binding on
anyone. However, if the Bankruptcy Court confirms the Plan, then the Plan will
be binding on the Debtors and on all Creditors and Interest Holders in these
Cases.

     3.1 Time and  Place of the  Confirmation  Hearing.  The  hearing  where the
Bankruptcy  Court will  determine  whether or not to confirm  the Plan will take
place on  September  3, 2003 at 1:30 P.M.,  in  Courtroom  5A,  411 West  Fourth
Street, Santa Ana, California (92701).

     3.2  Deadline  For Voting For or Against the Plan.  If you are  entitled to
vote,  it is in your best  interest  to timely vote on the  enclosed  ballot and
return the ballot to:

                  Winthrop Couchot Professional Corporation
                  660 Newport Center Drive, Suite 400
                  Newport Beach, CA 92660
                  Facsimile:  (949) 720-4111
                  Attn:  P.J. Marksbury

     Your ballot must be  received by 4:00 p.m. on August 20,  2003,  or it will
not be counted.

     3.3 Deadline For Objecting to the  Confirmation of the Plan.  Objections to
the confirmation of the Plan must be filed with the Bankruptcy Court, and served
upon the following  parties so that they are received by 4:00 p.m. on August 20,
2003:

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

          Counsel To DDJCM                    Isaac Pachulski
          (Co-Sponsor)                        Jeffrey C. Krause
                                              Stutman Treister & Glatt
                                              1901 Avenue of the Stars,
                                              12th Floor
                                              Los Angeles, CA 90067-2766

          Counsel To LL Entities              Robert Orgel
          (Co-Sponsor)                        Pachulski Stang Ziehl Young
                                                 Jones & Weintraub P.C.
                                              10100 Santa Monica Blvd., #1100
                                              Los Angeles, CA 90067

          Office of United States Trustee     Office of United States Trustee
                                              411 West Fourth Street,
                                              Santa Ana, CA 92701
                                              Attn: Michael Hauser

          Counsel to the Committee            Penelope Parmes
                                              Rutan & Tucker LLP
                                              611 Anton Blvd., Suite 1400
                                              Costa Mesa, CA 92626

          Counsel to the Bank Lenders         Jonathan Shenson
                                              Latham & Watkins LLP
                                              633 West Fifth Street, Suite 4000
                                              Los Angeles, CA 90071

         3.4 Identity of Person to Contact for More Information Regarding the
Plan. Any interested party desiring further information about the Plan should
contact the Debtors' counsel, Winthrop Couchot Professional Corporation, 660
Newport Center Drive, Newport Beach, CA 92660, Attn: Robert E. Opera, (949)
720-4100. Alternatively, any interested party may contact the Committee's
counsel, Penelope Parmes, at the law firm of Rutan & Tucker, 611 Anton Blvd.,
15th Floor, Costa Mesa, California 92626, (714) 641-5100.

         3.5 Disclaimer. The information contained in this Disclosure Statement
is provided by the Debtors. The Debtors represent that everything stated in the
Disclosure Statement is true to the best of the Debtors' knowledge. The
Bankruptcy Court has not yet determined whether or not the Plan is confirmable
and makes no recommendation as to whether or not you should support or oppose
the Plan.

         The discussion in this Disclosure Statement regarding the Debtors may
contain "forward looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995. Such statements consist of any
statement other than a recitation of historical fact and can be identified by
the use of forward looking terminology such as "may," "expect," "anticipate,"
"estimate," or "continue," or the negative thereof or other variations thereon
or comparable terminology. The reader is cautioned that all forward looking
statements are necessarily speculative and there are certain risks and
uncertainties that could cause actual events or results to differ materially
from those referred to in such forward looking statements. The liquidation
analyses, distribution projections, projections of financial results and other
information are estimates only, and the timing, amount and value of actual
distributions to Creditors may be affected by many factors that cannot be
predicted. Therefore, any analyses, estimates, or projections may or may not
turn out to be accurate.

         The Debtors and their professionals have made a diligent effort to
identify in this Disclosure Statement all litigation claims, including claims
for relief, counterclaims, and objections to claims. However, no reliance should
be placed on the fact that a particular litigation claim is or is not identified
in the Disclosure Statement. The Debtors or other parties in interest may seek
to investigate, file and prosecute litigation claims after the Confirmation Date
or Effective Date of the Plan whether or not the litigation claims are
identified in this Disclosure Statement.

                                       IV

                            BACKGROUND OF THE DEBTORS

4.1  Corporate  Structure.  ISC,  a  Washington  corporation,  is  one  of  five
affiliated  corporations.  In addition to ISC, this group includes InterDent,  a
Delaware corporation, Capitol Dental Care, Inc., an Oregon corporation ("Capitol
Dental"),  Managed Dental Care of Oregon, Inc., an Oregon corporation  ("Managed
Dental"),   and  Dedicated  Dental  Systems,   Inc.,  a  California  corporation
("Dedicated Dental") (collectively,  the "InterDent Group"). The only members of
the InterDent Group that are Debtors in these Chapter 11 Cases are InterDent and
ISC.

         In summary, InterDent serves as the overall holding company. InterDent
owns all of the common stock of ISC. ISC is the primary operating entity.
Pursuant to a number of dental group management agreements ("Management
Agreements"), ISC provides substantially all of the management and
administrative services needed by affiliated professional corporations
("Professional Corporations") which operate dental practices located in nine (9)
states. ISC owns all of the common stock of Capitol Dental, Managed Dental and
Dedicated Dental (collectively, "Affiliated Corporations"). InterDent's common
stock is publicly traded on the OTC Bulletin Board (symbol: "Dent.ob").

         Capitol Dental and Managed Dental are dental organizations that
contract with the State of Oregon Office of Medical Assistance Program to
provide care under the Oregon Health Plan. Capitol Dental and Managed Dental
have no employees, and contract with dental care providers for the provision of
dental care service to their members. ISC provides to Capitol Dental and Managed
Dental all of the management and administrative services needed by them.
Essentially, the only creditors of Capitol Dental and Managed Dental are the
dental care providers with which they contract. Revenues for the year ending
December 31, 2002 for Capitol Dental and Managed Dental were approximately $21.0
million and $11.0 million, respectively.

         Dedicated Dental was formed in 1985 as a licensed health maintenance
organization under the California Knox-Keene Health Care Service Plan Act of
1975. Dedicated Dental delivers managed dental care services, through its dental
practice offices, to private-pay individuals, subscriber groups, individuals
covered by the State of California Denti-Cal program, and individuals covered
under fee for service plans. Dedicated Dental has its own employees, and its own
creditors. ISC provides to Dedicated Dental substantially all of the management
and administrative services needed by Dedicated Dental. Revenues for the year
ending December 31, 2002 for Dedicated Dental were approximately $17.0 million.

         InterDent and ISC each filed voluntary petitions for relief under
Chapter 11 of the Bankruptcy Code on May 9, 2003. InterDent and ISC continue to
operate in the ordinary course as debtors-in-possession. The Affiliated
Corporations are not in Chapter 11 proceedings.

         4.2 Summary of Business Services. The InterDent Group provides
  comprehensive administrative, financial and operational management services to
  its affiliated dental practices. Through economies of scale, the InterDent
  Group is able to provide these services at a lower cost than could otherwise
  be obtained by any of the affiliated dental practices individually. The
  benefits to the InterDent Group's affiliated dentists are significant. The
  services provided by the InterDent Group enable dentists to substantially
  reduce the amount of time they would otherwise be required to devote to
  administrative matters, and consequently they are afforded more time to focus
  on patient care and the growth of their professional practices.

         4.3 Overview of Operating Data; Related Facts. The InterDent Group is a
leading provider of dental practice management services to multi-specialty
dental practices in the United States. On a consolidated basis, the InterDent
Group generated during 2002 approximately $250,000,000 in revenues, and it
employs approximately two thousand one hundred (2,100) persons. InterDent's
corporate headquarters are located in El Segundo, California, and its primary
administrative facility in Southern California is located in Santa Ana,
California.

         As of December 31, 2002, ISC provided management services to one
hundred and thirty-seven (137) dental offices that collectively employ
approximately five hundred and eighty-four (584) dentists, including one hundred
and forty-four specialists (144), in nine (9) states. The InterDent Group's
affiliated network of dental groups provides comprehensive, convenient and high
quality general dentistry services and specialty services such as orthodontics,
periodontics, endodontics, pedodontics, prosthodontics and oral surgery. For the
twelve months ended December 31, 2002, revenues from capitated insurance plans
and private pay sources accounted for 23% and 77%, respectively, of total
revenues payable to the Professional Corporations.

         The business relationship between InterDent Group and the Professional
Corporations is based upon the following model. The InterDent Group typically
acquires the nonprofessional assets of the Professional Corporation's dental
practice, including equipment and facilities, and enters into a long-term
(typically 40 years) Management Agreement with the Professional Corporation.
Under the terms of the Management Agreement, ISC is the exclusive administrator
of all non-clinical aspects of the affiliated dental practice, such as billing,
purchasing, accounting, staffing, patient scheduling and marketing for the
dental practice, and ISC collects all revenues of the dental practice and uses
such funds to pay the obligations of the dental practice.

         Under this business model, each Professional Corporation retains
exclusive control over all professional aspects of the dental practice itself,
including delivery of dental services to the Professional Corporation's
patients. Dentists employed by the Professional Corporation typically enter into
"evergreen" employment agreements which contain non-competition and
non-solicitation provisions that survive the termination of the Management
Agreement.

         As and for ISC's compensation for services provided under the
Management Agreement, ISC receives a management fee typically equal to: (i) the
reimbursement of ISC's expenses incurred in managing the dental practice; and
(ii) a percentage of the dental practice's net revenues, as well as a potential
performance bonus. Typically, the fee payable under this formula is
approximately equal to the net profit of the affiliated dental practice.

         ISC's affiliation structure with the Professional Corporations allows
dentists to: (i) focus on practicing dentistry by avoiding the burden of
non-clinical administrative and management responsibilities; (ii) potentially
improve their income by obtaining the increased efficiencies and other benefits
provided by ISC's management services; and (iii) gain access to educational
services and training programs provided by ISC.

         ISC's business relationship with Capitol Dental and Managed Dental is
as follows. ISC employees provide to Capitol Dental and to Managed Dental all of
the management and administrative services needed by Capitol Dental and Managed
Dental in their operations. Capitol Dental and Managed Dental pay over to ISC,
on a daily basis, all of their revenues. In turn, ISC pays to Capitol Dental and
Managed Dental funds sufficient for them to pay their creditors, the dental care
providers with which they contract to provide services to patients covered by
the Oregon Health Plan.

         ISC's business relationship with Dedicated Dental is comparable to
ISC's business relationship with the Professional Corporations. ISC provides to
Dedicated Dental management and administrative services needed by Dedicated
Dental in its operations. Pursuant to the administrative services agreement
between ISC and Dedicated Dental, ISC maintains separate bank accounts for
Dedicated Dental, it deposits into these accounts all of Dedicated Dental's
revenues, and it pays Dedicated Dental's accrued operating expenses, including
payroll, from these separate accounts.

         4.4 Industry Overview. The U.S. dental industry is large and growing.
The market for dental services was approximately $60 billion in 2000 and,
according to the Center for Medicare and Medicaid Services, is projected to
reach $109 billion by the year 2010, representing a compound annual growth rate
of approximately 6.1%. The dental industry is also highly fragmented, with 75%
of the industry comprised of dentists practicing in either one or two dentist
offices, and only 6% of dentists practicing in groups of 10 or more. Because of
their size and attendant limitations, most dental practices are run
inefficiently without the benefit of professional management, economies of
scale, adequate information systems and specialization of functions. In contrast
to the physician practice management industry, the dental practice management
industry offers several key differentiating factors: primarily fee-for-service
revenue source; ability to manage exposure to capitation; absence of
catastrophic risk; and ability to enhance revenue through advertising and brand
management

         4.5 Strategy. From 1996 - 2000, the InterDent Group's primary focus was
expansion of its network through acquisitions, completing 45 transactions in 15
markets. While this strategy enabled the InterDent Group to become one of the
largest dental practice management companies in the country, it resulted in a
lack of focus on the implementation of the business model and an over-leveraged
balance sheet. The Debtors' management believes that the InterDent Group's
current focus on business model implementation and debt reduction will enable
both the InterDent Group and its affiliated practices to generate even stronger
growth in both revenue and profitability in the near future.

         The InterDent Group's long-term objective is to expand its leadership
position in the dental practice management industry, primarily by building new
"de novo" affiliated offices, achieving same store growth, and by continuing to
improve the profitability of its operations. The InterDent Group will seek to
achieve this objective by focusing its growth in its most promising existing
geographic markets, the markets where it already has established locally
prominent, multi-specialty dental delivery networks that provide high quality,
cost-effective dental care.

         The key elements of the Debtors' business strategy and corresponding
tactics are as follows:
<TABLE>
<CAPTION>
<S>                                            <C>
============================================== =======================================================================
                  Strategy                                                    Tactics
Provide Convenient, Comprehensive Dental Care  +        Offer extended hours
                                               +        Have conveniently located offices
                                               +        Provide flexible payment options for patients
                                               +        Add specialists (orthodontists, oral surgeons, etc.) within
                                                        the Debtors' network to capture incremental, higher margin
                                                        revenue
Focus on Quality of Patient Care               +        Facilitate quality assurance and utilization review programs
                                               +        Provide access to continuing education and training programs
                                                        for dental professionals
                                               +        Evaluate new techniques and technologies
---------------------------------------------- -----------------------------------------------------------------------
---------------------------------------------- -----------------------------------------------------------------------
Establish                                           Dense Regional Dental Care
                                                    Networks + Build
                                                    geographically dense
                                                    networks of dental offices
                                                    to achieve economies of
                                                    scale
                                               +    Affiliate with dental groups and practices in selected
                                                    markets that have a significant market position
---------------------------------------------- -----------------------------------------------------------------------
---------------------------------------------- -----------------------------------------------------------------------
Enhance Operational Efficiencies and Revenue   +    Centralize management and administrative functions
                                               +    Establish procedures designed to optimize staffing ratios
                                                    and patient scheduling
                                               +    Negotiate with third-party payors and dental supply vendors
                                                    to receive favorable payment and contract terms
                                               +    Add specialists within the Debtors' network to capture
                                                    incremental, higher margin revenue
Integrate and Leverage our Propriety           +    Utilize the Debtors' proprietary management information
Management Information Systems                      system to: (1) optimize staffing and patient scheduling; (2)
                                                    identify and reduce
                                                    unfinished patient
                                                    treatment; (3) maximize
                                                    billing and collection
                                                    efforts; and (4) actively
                                                    monitor the performance of
                                                    managed care and other third
                                                    party contracts
Capitalize on Managed Care Expertise           +    Supplement fee-for-service business with selected managed
                                                    care contracts
                                               +    Utilize proprietary MIS to actively monitor utilization of
                                                    patient groups covered by the managed care plans
============================================== =======================================================================
</TABLE>


         During the past year, the Debtors believe they have made significant
progress implementing the foregoing strategy and that this progress will
materially improve operating results in the long term.

         4.6 Summary of Selected Consolidated Financial Data. The following
tables set forth selected historical financial data and other operating
information for each of the fiscal years in the five-year period ended December
31, 2002. The selected financial information for each of the years in the
five-year period ended December 31, 2002 has been derived from the audited
Consolidated Financial Statements of InterDent. The InterDent Group's historical
results are not necessarily indicative of future results. This selected
financial information should be read in conjunction with the Consolidated
Financial Statements of the InterDent Group and the related notes thereto.
<TABLE>
<CAPTION>

======================================================================================================================
                                        2002            2001              2000               1999           1998
                                                                (dollars in thousands)

<S>                             <C>             <C>               <C>               <C>              <C>
OPERATING RESULTS:
  Total Revenues                 $       250,064  $      282,631  $      293,166     $      231,610   $       134,658
  Operating income (loss)                 17,464          (4,476)        (37,101)            13,973             5,993
  Net income (loss) before
   extraordinary items and
   cumulative effect of a
   change in accounting
   principle                              (5,492)        (29,478)            (48,704)         5,234             1,270
======================================================================================================================
                                              12/31/02        12/31/01        12/31/00           12/31/99   12/31/98
    BALANCE SHEET
    Total assets                 $      114,8671  $      210,004  $      244,229     $      241,213   $      165,134
    Total short and long-term
    debt and capital lease
    obligations                          175,981         169,713         174,884            126,098           71,098
    Total redeemable common and
    preferred stock2                          51           1,047           1,484              1,796            2,102
    Total shareholders' equity
    (deficit)                    $       (89,980) $        6,188  $       30,452     $       75,895   $       68,990
======================================================================================================================
</TABLE>


Copies of the InterDent Groups' consolidated income statements and balance
sheets for calendar years 2000 through 2002 are attached hereto as Exhibit "1"
and are incorporated herein by this reference.
         The table below summarizes the InterDent Group's operating results for
the first three months of calendar year 2003.

           ========================================================
                       Three Months Ended March 31, 2003

           Total Revenue                                $59,037,000
           Operating Expenses                         ($56,260,000)
           Operating Income3                             $2,777,000
           Non Operating Expenses
              Interest ($6,327,000)
              Other ($24,000)                          ($6,351,000)
           Net Loss                                    ($3,574,000)
           =========================================================

Copies of the InterDent Group's consolidated income statement for the first
quarter of 2003 are attached hereto as Exhibit "2" and are incorporated herein
by this reference.

     4.7 Summary of Overall Debt Structure.  The following table  summarizes the
InterDent Group's capital structure as of March 31, 2002:

           ============================================================
                          March 31, 2003 Capital Structure

           Senior Credit Facility                          $81,831,000
           Capital Leases                                   $1,083,000
           Total Secured Debt                              $82,914,000

           Senior Subordinated Notes                       $43,467,000
           Convertible Subordinated Notes                  $38,811,000
           Seller Notes & Other Debt                       $18,184,000
           Total Subordinated & Other Debt                $100,462,000

           Total Debt                                     $183,376,000
           ============================================================

As evidenced in the table above, the InterDent Group's (and prior management's)
principal focus on acquisitions from 1996 - 2000 has resulted in an
over-leveraged balance sheet (Total Debt / LTM EBITDA = 7.5x).

     4.8  Description of Primary Debt  Positions.  The InterDent Group has three
major  debt  arrangements.  Each  of  these  arrangements  is  discussed  in the
following subparagraphs.

                  4.8.1 Senior Secured Debt. InterDent and ISC are parties to
two secured credit agreements which are collectively referred to herein as the
Senior Credit Facility: That certain Amended and Restated Credit Agreement Dated
as of June 15, 1999 (the "1999 Credit Agreement") and that certain Credit
Agreement Dated as of March 31, 2000 (the "2000 Credit Agreement"). ISC is the
obligor under both of these loan agreements and InterDent is the guarantor. The
proceeds of the 1999 Credit Agreement were used primarily to finance
acquisitions. The proceeds of the 2000 Credit Agreement were used primarily for
operations.

                  As of the Petition Date, the outstanding balance on the 1999
Credit Agreement was approximately $75,000,000, and a balance of approximately
$9,000,000 was outstanding under the terms of the 2000 Credit Agreement, for a
total of approximately $84,000,000. Principal amounts owed under the Senior
Secured Credit Agreements bear interest at LIBOR plus 7.50% or the prime rate
plus 5.75%, at ISC's option. In addition to the cash interest charges outlined
above, the Debtors are required to pay an incremental payment-in-kind ("PIK")
interest on the outstanding principal balance of 1.0% from April 15, 2002 though
March 31, 2003, increasing to 2.0% from April 1, 2003, through maturity. The
incremental PIK interest is payable upon maturity. The Debtors also paid a PIK
fee equal to 1.0% of the outstanding principal balance on April 15, 2002, 2.0%
on October 1, 2002, and 3.0% on April 1, 2003. PIK fees are payable upon
maturity. All of the obligations under the Senior Secured Credit Agreements are
secured by a first priority lien against all personal property of ISC, including
accounts receivable, cash and cash equivalents.

                  In April 2001, the Debtors entered into amendments to the
Senior Secured Credit Agreements. These amendments modified certain covenants.
In connection with the execution of the amendments, the Senior Secured Lenders
waived the defaults under the Senior Secured Credit Agreements that existed at
December 31, 2000 due to failure to meet certain financial ratio covenants and
reset all covenants for 2001 and subsequent years. Additionally, the Senior
Secured Lenders agreed to certain other changes including a revised term and
provisions regarding asset sales and new financing.

                  As consideration for these modifications, the Debtors agreed
to an amendment fee of $1,000,000 which was paid during the three months ended
June 30, 2001, and an additional fee of $1,000,000 payable at maturity of the
term loan if certain conditions were not met. The additional fee was paid in
connection with an additional amendment to the Senior Secured Credit Agreements
consummated in April 2002, as discussed below. InterDent also issued warrants to
the Senior Secured Lenders to purchase an aggregate of 166,667 shares of the
InterDent's common stock at a strike price of $3.66 per share. During the year
ended December 31, 2001, the InterDent Group recorded a charge of $3,886,000 for
the write-off of certain prepaid debt costs related to previously entered into
credit facility agreements, loan amendment fees, warrant issuance and associated
professional fees incurred in connection with the execution of the amended
Senior Secured Credit Agreements.

                  On October 1, 2001, the indebtedness under the Senior Secured
Credit Agreements was converted into a term loan, with required quarterly
payments. On April 15, 2002, the Debtors entered into an amendment to the Senior
Secured Credit Agreements. In connection with the execution of the amendment,
the Senior Secured Lenders agreed, among other things, to reset certain
covenants and reduce the required future quarterly principal payments of
$7,214,000 which were to begin on October 1, 2001. In connection with these
modifications, the Debtors accrued as principal the remaining $1,000,000 due as
a result of the amendment in 2001 as discussed above, which is payable upon
maturity. The Debtors also agreed to an additional amendment fee of $1,000,000
paid in cash of $500,000 and the remaining $500,000 accrued as principal,
payable upon final maturity of the Senior Secured Credit Agreements on September
30, 2003.

                  The entire outstanding Senior Secured Claims balance at March
31, 2003 of approximately $81,800,000 was included in the current portion of
long-term debt and capital leases in the Consolidated Balance Sheets. The
Debtors were obligated to make principal installments of $6,775,000 on April 1,
2003, and $7,214,000 on July 1, 2003. However, pursuant to the terms of an
amendment to the Senior Secured Credit Agreements, the parties agreed that the
April 1, 2003, payment obligation would be deferred in consideration for a
payment of $500,000. The remaining balance is due at maturity on September 30,
2003. The Senior Secured Credit Agreements also have mandatory prepayment
provisions for certain asset sale transactions and excess cash flows, as
defined. These prepayment provisions are applied to future required quarterly
installments.

                  4.8.2 Senior Subordinated Notes. In June 2000, the Debtors
raised $36.5 million from the sale of debt and equity to LLCP, an LL Entity,
under a securities purchase agreement. Through this transaction LLCP received,
among other things, the Senior Subordinated Note, with an initial face value of
$25.5 million, the right to appoint a person to the Board under specified
conditions4, the right to observe the Board meetings, 458,333 shares of common
stock, and a warrant allowing an LL Entity to purchase 354,167 shares of
InterDent common stock at an initial price of $41.04 per share (which was
subsequently reduced to $20.88 per share). The warrant, initially valued at $2.7
million, subsequently was written off. The entire principal of the Senior
Subordinated Note is due September 2005, and the approximate balance owing under
Senior Subordinated Note as of the Petition Date was $44,249,000.

                  4.8.3 Convertible Subordinated Notes. In 1998, InterDent
issued $30.0 million of Convertible Subordinated Notes to various purchasers.
The Convertible Subordinated Notes mature June 2006 and bear interest at 7.0%,
payable semi-annually with an option to pay the interest in a PIK (paid-in-kind)
note, which InterDent has exercised for payment of current interest amounts due.
As a result of InterDent's election to pay the current interest due in a PIK
note, the interest rate on the Convertible Notes has increased to 8.0%.

                  In April 2001, InterDent entered into an amendment to the
Convertible Subordinated Notes and the lenders waived the cross-default
provision that existed at December 31, 2000, due to the covenant violations
under the Senior Secured Credit Agreements and agreed to reset all covenants for
2001 and subsequent years, in addition to certain other modifications. As
consideration for the amendment, the Debtors agreed to reduce the conversion
price of the notes. The Convertible Subordinated Notes are convertible into
shares of InterDent common stock at $39.00 for each share of common stock
issuable upon conversion of outstanding principal and accrued, but unpaid
interest on such Convertible Subordinated Notes and are automatically converted
into common stock if the rolling 21-day average closing market price of the
common stock on 20 out of any 30 consecutive trading days is more than $107.40.

         4.9 Seller Notes and Other Unsecured Debt. Seller Notes and Other
Unsecured Claims against the Debtors, excluding amounts that may be owed under
contracts or leases to be assumed either prior to the Confirmation Date or under
the Plan, but inclusive of known Disputed Claims, are estimated at between
approximately $9.33 million and approximately $10.68 million dollars, in the
aggregate.

         The four primary categories of Unsecured Claims (other than the Senior
Subordinated Notes and the Convertible Subordinated Notes) are summarized as
follows:

                  A. Seller Note Claims. There are approximately $5.55 million
         in Unsecured Claims that are based upon Seller Notes. These Claims are
         treated as Class 4.1 Claims under the Plan. In summary, the facts
         relative to this category of Claims are as follows. The Debtors have
         preexisting contractual arrangements with a number of sellers of Dental
         Practices, and, in some instances, with individual dental practitioners
         ("Dental Practitioners") associated with the sellers of the Dental
         Practices to the Debtors. In each of these contractual arrangements,
         the Debtors acquired substantially all of the nonprofessional assets of
         the Dental Practices pursuant to an asset purchase agreement ("APA").
         The purchase price for these assets was typically paid partially in
         cash and partially in the form of a Seller Note issued in favor of the
         seller of the Dental Practice, or based upon an "earn-out" payment
         arrangement. Concurrently with the execution of the APA, ISC and the
         seller of the Dental Practices entered into a long-term management
         agreement (the "Management Agreement"). Under the terms of the
         Management Agreement, ISC became the exclusive administrator of all
         non-clinical aspects of the Dental Practice, such as billing,
         purchasing, accounting, staffing, patient scheduling and marketing for
         the Dental Practice, and ISC was responsible for collecting all
         revenues of the Dental Practice and using such funds to pay the
         obligations of the Dental Practice. Under this model, each seller of
         the Dental Practice retained exclusive control over all professional
         aspects of the Dental Practice, including delivery of dental services
         to the patients of the Dental Practice.

                  In some instances, the contractual arrangements entered into
         by and between the Debtors and the seller of the Dental Practice and
         the Dental Practitioner were more involved. In these latter
         transactions, the Debtors and the Dental Practitioner entered into an
         employment agreement and a non-compete agreement. The employment
         agreement and non-compete agreement were executed at the same time as
         the APA and the Management Agreement, and they include interrelated and
         mutually dependent performance provisions. For example, the employment
         agreements and the non-compete agreements typically provide that, if
         the Debtors fail to perform their obligations under the APA, including
         making all payments due on a Seller Note, the seller of the Dental
         Practice and the Dental Practitioner are released from performing their
         ongoing obligations under the terms of the employment agreement and the
         non-compete agreement.

                  Of the approximately $5.55 million in Seller Note Claims,
         approximately $1.75 million will be removed from Class 4.1 when the
         Debtors assume the larger contractual arrangements of which the Seller
         Notes are an integral part. This will leave a total of approximately
         $3.8 million in Seller Note Claims within Class 4.1. The Debtors will
         not assume any contractual arrangements with respect to these $3.8
         million in Seller Note Claims, and these Claims will obtain the
         treatment, as Class 4.1 Claims, set forth in Section 6.4 of the Plan.
         The Seller Note Claims in Class 4.1 are identified in Exhibits "5" and
         "6" hereto.

                  The Debtors are also parties to employment and noncompetition
         agreements with two other dental groups: (i) Pacific Dental Services
         and Stephen E. Thorne, IV ("Pacific Dental") and (ii) Arthur G. Kaiser,
         DDS and Robert J. Newman, DDS ("Kaiser'). These contracts are executory
         and they are being assumed under the Plan. Accordingly the potential
         claims associated with these contractual agreements with Kaiser and
         Pacific Dental ($1.25 million and $1.8 million dollars respectively)
         will not participate in Class 4.1.

                  B. Settled Amerident Claim. Prior to the Petition Date,
         Amerident filed various actions against the Debtors and their
         predecessor entities in the California Superior Court, County of Los
         Angeles. These actions are more fully discussed in Section 4.12 hereof.
         In June 2003, the Debtors and Amerident reached a preliminary agreement
         to settle their disputes by which the Debtors have agreed that
         Amerident will have an Allowed Unsecured Claim in the Cases in the
         amount of $5.0 million. This settlement remains subject to the approval
         of the Bankruptcy Court. The Debtors intend to file in July 2003 a
         motion to obtain Bankruptcy Court approval of this settlement. If this
         settlement is approved as the Debtors anticipate, this $5.0 million
         Unsecured Claim in favor of Amerident will be treated as a Class 4.2
         Claim.

                  C. Other Litigation Claims. As of the Petition Date, there
         were a number of actions pending against the Debtors in various forums,
         other than the Amerident litigation referenced above. All of these
         pending actions are currently stayed. Since these actions are still
         pending, it is impossible to quantify exactly the Debtors' exposure
         with respect thereto. However, based upon input from counsel and a
         careful analysis of the claims stated in these actions the Debtors have
         concluded that their exposure to adverse judgments in these actions
         ranges from a low of zero to a high, in the aggregate, of approximately
         $1.35 million. All of these Claims will be included within Class 4.1 to
         the extent that they are Allowed.

                  D. Lease And Executory Contract Rejection Claims. The Debtors
         are in the process of finalizing their determination regarding which
         leases and executory contracts will be rejected by the Debtors. Based
         upon the Debtors' most up to date analysis, lease and executory
         contract rejection Claims will total approximately $530,000. This
         figure assumes that each landlord will file a Claim for 12 months' rent
         pursuant to Section 502(b)(6) of the Bankruptcy Code (or if less than
         12 months is remaining on the lease then for the rent due for the
         remainder of the term), and does not provide for any reduction in these
         damage Claims based upon the landlords' mitigating their damages by
         seeking replacement tenants. These Claims will be included within Class
         4.1 to the extent that they are Allowed.

         4.10 Equity Ownership. InterDent is a public company. As of April 24,
2003 there were 3,963,331 common shares outstanding. Dr. Steven Matzkin, a
former officer and Director of InterDent, through shares held either directly or
through affiliated entities, is InterDent's largest shareholder with 863,817
common shares, or 21.5% of the total common shares outstanding. The LL Entities,
a Co-Sponsor of the Plan, obtained approximately 19.9% of InterDent common stock
and certain warrants in connection with the transaction pursuant to which they
were issued the Senior Subordinated Notes.

         In addition to common stock, InterDent is authorized to issue
30,000,000 shares of Preferred Stock. Presently authorized series of InterDent
Preferred Stock include the following series:

         o Series A--100 shares authorized, issued and outstanding;
         o Series B--70,000 shares authorized, zero issued or outstanding;
         o Series C--100 shares authorized, zero shares issued or outstanding;
           and
         o Series D--2,000,000 shares authorized, 1,574,608 shares are issued
           and outstanding.

         InterDent's presently authorized Preferred Stock ranks senior to its
outstanding common stock. The shares of Series B Preferred Stock were authorized
in connection with issuance of the Convertible Subordinated Notes. The Series B
Preferred Stock conversion provision of the Convertible Notes has expired.
Accordingly, although the Series B Preferred Stock is authorized, InterDent does
not expect any such shares ever to be issued. Similarly, 100 shares of Series C
Preferred Stock were authorized and issued in connection with the Convertible
Subordinated Note issuance, but then converted into 10 shares of common stock.
InterDent does not expect any shares of Series C Preferred Stock to be issued.
The shares of Series D Preferred Stock are convertible into shares of InterDent
Common Stock at the rate of one-sixth of a share of Common Stock for each share
of Series D Preferred Stock (assuming there are no declared but unpaid dividends
on the Series D Preferred Stock), in each case subject to adjustment for stock
splits, reverse splits, stock dividends, reorganizations and similar
anti-dilution provisions. The Series D Preferred Stock holders are entitled to
vote on all matters as to which the common shareholders are entitled to vote,
based upon the number of shares of Common Stock into which the Series D
Preferred Stock are convertible. The Series A Preferred Stock is not
convertible. The holder is entitled to elect a director, but the stock is
otherwise non-voting.

     4.11 Management of The Debtors. The present members of the Board are listed
in the following table:



<PAGE>




================================================================================
Name                                 Age                          Position
================================================================================
H. Wayne Posey....................... 64       Chairman of the Board, President
                                                  and Chief Executive Officer
Ivar Chhina ......................... 40       Chief Operating Officer
Robert Hill ......................... 40       Vice President of Finance &
                                               Accounting
Paul Keckley, Ph.D................... 52       Director (term expires in 2003)
Gerald R. Aaron, D.D.S............... 57       Director (term expires in 2005)

        The background of each officer and director is summarized in the
following subparagraphs:

     4.11.1.  H. Wayne Posey.  Mr. Posey has been a director of InterDent  since
March 12,  1999,  and has served as  Chairman,  President,  and Chief  Executive
Officer since  September 2001. Mr. Posey was a director of Gentle Dental Service
Corporation  since  November  1997 and served as a director of GMS Dental Group,
Inc. from  December 1996 until the merger of GMS Dental Group,  Inc. with Gentle
Dental Service Corporation in November 1997. Mr. Posey was a founder of ProMedCo
Management  Company  and  served  as its  President,  Chief  Executive  Officer,
director and a member of the executive committee from its inception in 1994, and
Chairman from December 1998 until his retirement in February 2001. Mr. Posey was
also a  healthcare  consultant  from  1975  until  1994,  and  prior to that was
employed by Hospital Affiliates  International from 1970 until 1975, holding the
positions of Controller, Vice President and Controller, Senior Vice President of
Operations, director and member of the executive committee.

     4.11.2 Ivar Chhina.  Mr. Chhina was appointed  Chief  Operating  Officer on
January 1, 2003. Prior to his appointment as Chief Operating Officer, Mr. Chhina
served as the Special  Assistant to the CEO since  October 8, 2001.  Previously,
Mr.  Chhina  was  President  & COO of  ChartOne,  Inc.,  a  private,  healthcare
technology and service provider to over 1,400 U.S. hospitals. Mr. Chhina led its
spin-off and LBO from QuadraMed Corp., a public  healthcare  technology  company
for which Mr. Chhina was a Division  President.  Prior to QuadraMed,  Mr. Chhina
was the CFO  for  PHG,  Inc.,  a  national  litigation  support  and  healthcare
technology/services  company  that merged  with  QuadraMed.  Prior to this,  Mr.
Chhina was a Principal for Mehta & Co.,  Inc., a private  equity  merchant bank,
where he assumed senior operating and consulting roles with portfolio companies.

     4.11.3  Robert  Hill.  Mr.  Hill  joined  InterDent  in April  2002 as Vice
President  of Finance &  Accounting.  Effective  October 1, 2002,  Mr.  Hill was
appointed an executive officer.  Previously, Mr. Hill served as Vice President -
Finance for Gruma Corporation,  the parent company of Mission Foods where he was
employed since 1992. In addition to serving on Gruma's management committee, Mr.
Hill was responsible  for numerous  financial and planning  functions  including
managing the company's  external  relationships  with the  financial  community.
Prior to Gruma, Mr. Hill held various positions at ARCO and AmSouth Bank.

     4.11.4 Paul  Keckley,  Ph.D.  Dr.  Keckley has been a director of InterDent
since March 12, 1999.  Prior to that time,  Dr. Keckley was a director of Gentle
Dental Service  Corporation  beginning in December 1996. Since 1999, Dr. Keckley
has been President and CEO of EBM Solutions,  Inc., a clinical  decision support
company based in Nashville,  Tennessee.  From 1994 to 1999, Dr. Keckley was Vice
President Strategic Development at PhyCor, Inc. Dr. Keckley previously served as
a  director  of  PhyCor,  Inc.,  and from 1985 to 1994 he was  President  of The
Keckley  Group,  a market  research and strategic  planning firm for  hospitals,
health systems, medical practices and health maintenance organizations.

     4.11.5  Gerald  Aaron,  D.D.S.  Dr.  Aaron is a Board  certified  Pediatric
Dentist.  Dr. Aaron has been employed by one of  InterDent's  affiliated  dental
practices,  Gentle Dental of Oregon,  P.C. since 1991. Dr. Aaron was appointed a
member of the Board of  Directors  of  InterDent in October 2001 and is Chair of
the InterDent Dental Advisory Board.  Prior to joining Gentle Dental,  Dr. Aaron
achieved the rank of Colonel in the United States Army and was the consultant to
the  Office of the  Surgeon  General  of the Army on  Pediatric  Dentistry  from
1987-1991.

                  In accordance with the requirements of the Office of the
United States Trustee, in May 2003, the Debtors served their Notices of Setting
Insider Compensation, pursuant to which the Debtors sought approval for the
payment of compensation to the Debtors' insiders. Based thereon since the
Petition Date, the Debtors have paid to their insiders compensation in
accordance with the following table:

<TABLE>
<CAPTION>

------------------------------- ----------------- ------------------------------ ---------------------------------------
                                 Annual Salary            Annual Bonus                        Perquisites
------------------------------- ----------------- ------------------------------ ---------------------------------------
<S>                             <C>               <C>                            <C>
H. Wayne Posey, Chief                   $500,000  Variable based upon            Medical insurance; life insurance (1
Executive Officer, Director                       performance; advance of 50%    x salary), and reasonable expense
                                                  of Base Salary to be paid      reimbursement
                                                  quarterly prior to the
                                                  Effective Date
------------------------------- ----------------- ------------------------------ ---------------------------------------
Ivar Chhina, Chief Operating            $280,000  Variable based upon            Medical insurance; life insurance (1
Officer                                           performance; contractual       x salary), and reasonable expense
                                                  bonus of $75,000 payable on    reimbursement
                                                  March 31, 2004 if employed
------------------------------- ----------------- ------------------------------ ---------------------------------------
Robert Hill, Vice President             $145,000  Variable based upon            Medical insurance; life insurance (1
Finance                                           performance; contractual       x salary), and reasonable expense
                                                  bonus of $21,000 payable on    reimbursement
                                                  March 31, 2004 if employed
------------------------------- ----------------- ------------------------------ ---------------------------------------
</TABLE>


         The foregoing compensation structure is currently in place for such
officers and, as of the date of the filing of this Disclosure Statement, and
this structure will remain in place as of the Effective Date except as noted
below. The Reorganized Debtors reserve the right to modify the terms of the
compensation payable to its officers and directors based upon performance and
other factors, and subject to any applicable employment agreements with these
officers and directors. The Debtors' officers will participate in a new
retention bonus program after the Effective Date (this program will supersede
the retention bonus program now in place for Mr. Chhina and Mr. Hill that is
referenced above). This new retention bonus program was developed to compensate
these officers and other senior managers for their effort and support during the
Debtors' Cases, and to induce them to continue working toward the implementation
of the Debtors' overall business reorganization plan. In addition, the Debtors'
entire senior management team, including the individuals referenced hereinabove,
will have options to purchase approximately 5% in the aggregate of Reorganized
InterDent's New Class C Common Stock on a fully diluted basis.

         4.12..... Pre-Petition Legal Proceedings. In October 2000, Amerident
filed an action in California Superior Court, County of Los Angeles (Los Angeles
Superior Court Case No. BC238706) against InterDent, and Gentle Dental
Management Inc. ("GDMI").5 In this action, Amerident alleged claims for breach
of contract and promissory fraud arising from Amerident's July 21, 1999 sale to
InterDent and GDMI of substantially all of the assets of ten dental practices in
California and Nevada. In this action, Amerident seeks compensatory damages in
excess of $7,500,000, plus punitive damages and attorneys' fees/costs. This
action has since been consolidated with an action filed in September 2000 (Los
Angeles Superior Court Case No. BC237600), wherein InterDent alleged claims
against Amerident for breach of contract, breach of the implied covenant of good
faith and fair dealing, intentional misrepresentation, and negligent
misrepresentation.

         In January 2001, Amerident filed a second action against InterDent and
GDMI for breach of a promissory note and related common counts (Los Angeles
Superior Court Case No. 243664). This action was similarly consolidated with Los
Angeles Superior Court Case No. BC237600 (collectively, the "Amerident
Actions"). The Amerident Actions present exposure to compensatory damages,
pre-judgment interest and recoverable litigation expenses in the $10 million to
$12 million dollar range excluding any punitive damages. An attempted
pre-discovery mediation failed. Discovery in both actions has been completed.
The three consolidated actions proceeded to a five week jury trial, which ended
in a mistrial in July 2002. A second mediation was held in March 2003, but this
effort also failed. A retrial was set to commence on May 19, 2003, but this was
stayed by reason of the Debtors' Chapter 11 filings.

 The Debtors deny Amerident's allegations.

         In October 2001, Amerident filed a third action against InterDent,
GDMI, Gentle Dental Service Corporation in California Superior Court, County of
Los Angeles (Los Angeles Superior Court Case No. BC260811) and seven individual
defendants (all present or former directors and/or officers of the Debtors or
their predecessor-in-interest) alleging several claims arising from the
individuals' receipt of certain loans from GDMI, including a fraudulent transfer
claim. Only the fraudulent transfer claim survived two demurrers. This action is
referred to herein as the "Amerident Fraudulent Transfer Action." In this
complaint, Amerident seeks damages exceeding $11 million dollars plus punitive
damages. The Amerident Fraudulent Transfer Action has been deemed related to the
Amerident Actions, but it has not been consolidated with them. No trial date has
been set in the Amerident Fraudulent Transfer Action. The Debtors, as well as
the individual defendants, have denied Amerident's allegations.

         Since the Petition Date, the Debtors' representatives and Amerident's
representatives have engaged in negotiations to settle the Amerident Actions and
the Amerident Fraudulent Transfer Action. The Debtors and Amerident have reached
preliminary agreement regarding the terms for the settlement of these actions.
Pursuant to such settlement, Amerident will be given an allowed Class 4.2 Claim
in the amount of $5.0 million, and will obtain certain recoveries from insurance
coverage applicable to these actions. The Debtors anticipate that they will
file, in July 2003, a motion to obtain approval of such settlement pursuant to
Rule 9019 of the Bankruptcy Rules. The Debtors believe that the proposed
settlement of Amerident's claims against the Debtors will not have a material
adverse effect on the Debtors' ability to make the distributions to Creditors
required by the Plan, and will facilitate the Debtors' reorganization by
eliminating a very substantial Disputed Claim, the litigation of which would be
both expensive and time-consuming.

         The InterDent Group has also been named as a defendant in a number of
pending lawsuits in the normal course of business, primarily for malpractice
claims. All or substantially all of these actions are covered by insurance. The
Claims in six (6) actions are covered, in part, by insurance but are subject to
significant deductibles. All of these pending actions are currently stayed.
Based upon input from counsel and a careful analysis of the merits of the Claims
stated in these actions, the Debtors have concluded that their exposure to
adverse judgments in these actions ranges from a low of zero in the aggregate to
a high of approximately $1.350 million in the aggregate. The Debtors' management
believes that these Claims will have no materially adverse effect on the
InterDent Group's ability to implement the Plan, because, once these Claims are
liquidated, they will either be converted to equity or will be paid through the
cash dividend option provided for in Section 6.4.1 of the Plan.

                                        V

                              THE CHAPTER 11 CASES

         5.1 Events Leading to Chapter 11 Filing. The Debtors' primary focus
during the period 1996 through 2000 was the expansion of their network through
acquisitions. During this time frame, the Debtors completed forty-five
transactions in fifteen markets. While this strategy enabled the Debtors to
become one of the largest dental practice management firms in the country within
an abbreviated time frame, there were two adverse side effects of such strategy.
First, the acquisition effort consumed substantial management time and financial
resources. This allocation of resources delayed the implementation of the
Debtors' business model, and, more importantly, the anticipated development of
efficiencies through this model and the consequent improvement of margins.
Second, the acquisitions resulted in an over-leveraged balance sheet. The
Debtors have joint obligations to their Senior Secured Lenders in amounts that
they cannot feasibly service on a going-forward basis or retire when such
obligations become due.

         In an effort to address these problems, the Debtors refocused their
efforts on the implementation of their business model and on the reduction of
their debt. Over the past year and a half, these efforts have been successful.
Despite a very challenging economic climate, the InterDent Group's consolidated
operating performance improved from an operating loss of approximately $4.5
million for the year ended December 31, 2001, to operating income of over $17.5
million for the year ended December 31, 2002.6 This turnaround was the result of
an intense focus on improving operational efficiency, more fully integrating the
Debtors' many acquisitions, and developing a culture of communication, teamwork
and accountability throughout the Debtors' organization.

         In May 2001, the Debtors engaged the national turnaround consulting
firm, Alix Partners (formerly Jay Alix and Associates) to identify several areas
of needed improvement in the Debtors' operations. In September 2001, InterDent
replaced its then CEO with Wayne Posey, an individual with more than 30 years
experience in managing businesses in the medical field, to lead the turnaround
of the Debtors and to financially restructure the Debtors. In October 2001,
InterDent hired Ivar Chhina, as Special Assistant to the CEO (Mr. Chhina now
serves as the COO of InterDent), in order to lead the various performance
improvement efforts. Since about October 2001, the Debtors have divested or
closed twelve (12) unprofitable offices, significantly reduced overhead staff
count, consolidated central business offices, reduced purchasing costs by
standardizing supplies across the company into an online formulary,
significantly consolidated the number of vendors, renegotiated higher
reimbursement rates from payors, and made solid progress improving almost all of
its previously underperforming regions. The Debtors have also strengthened
considerably its management team, replacing two of the three Operations Vice
Presidents, one-third of the fifteen (15) Regional Managers, and approximately
twenty-five percent (25%) of the Debtors' 137 Office Managers. The Debtors have
also succeeded in reversing what was a key negative trend, by reducing annual
turnover of affiliated dentists from a high of almost fifty percent (50%) in
2001 to only thirty-four percent (34%) in 2002.

         Additionally, in early 2002, the Debtors engaged the national financial
restructuring investment banking firm, Houlihan Lokey Howard & Zukin, to assist
them in either attracting new equity investment, or negotiating an internal
financial restructuring agreement with the Debtors' existing debt holders. These
efforts have been successful. Prior to the Petition Date, the Debtors reached
agreements with their Senior Secured Lenders and the Holders of their Senior
Subordinated Notes regarding the restructure of the Debtors' secured and major
unsecured obligations. The Debtors' Chapter 11 Cases were filed to provide the
Debtors the necessary breathing spell and the legal means to implement the
agreed upon debt recapitalization, and to enable the Debtors to reach
accommodations with their other creditors, and to move forward with the
implementation of their business plan. The overall objective of this effort is
to maximize the value of the InterDent Group business enterprise as a payment
source for creditors.

         5.2 Debtor-in Possession Status. Since the Petition Date, the Debtors
have continued to operate as debtors-in-possession subject to the supervision of
the Bankruptcy Court and in accordance with the Bankruptcy Code. The Debtors are
authorized to operate their business in the ordinary course of business.
Transactions outside the ordinary course of business must be approved by the
Bankruptcy Court.

         5.3 The Automatic Stay. Upon the filing of the petition, an automatic
stay was imposed pursuant to section 362 of the Bankruptcy Code. Subject to
certain statutorily defined exceptions, this stay enjoins the commencement or
continuation of all collection efforts by creditors, the enforcement of Liens
against property of the Debtors, and the continuation of litigation against the
Debtors. The automatic stay will remain in effect until the earliest of the
entry of an order of the Bankruptcy Court lifting or modifying the stay, the
Effective Date of the Plan, or the closing of the Cases.

         5.4 Entry of First Day Orders. On the Petition Date, the Debtors filed
several motions seeking the relief provided by what are commonly referred to as
"first day orders." The relief granted in the first day orders enabled the
Debtors to transition into their Chapter 11 Cases without any material
disruption of their business operations. These orders generally grant relief
that falls outside the ordinary course of business, or that otherwise requires a
court order. The more important first day orders in this case granted the
following relief:

A.   Authorization  to use cash  collateral  (cash and cash  equivalents  of the
     Debtors  that are  subject  to liens  in  favor  of third  parties)  to pay
     ordinary course business expenses ;

B.   Interim  approval of $3,000,000 of the $7,500,000  loan amount provided for
     in the DIP  Facility to provide  additional  operating  capital  during the
     Cases,  and  authority to secure this new financing  with a first  priority
     lien  against all assets of the Estates (on July 10, 2003,  the  Bankruptcy
     Court granted final approval for the $7,500,000 DIP Facility);

C.   Authorization  to pay the  pre-petition  wages and benefits of the Debtors'
     employees;

D.   Authorization  to operate and pay trade  pre-petition  vendor claims in the
     ordinary  course,  as deemed  necessary by ISC ("Ordinary  Course  Expenses
     Motion");

E.   Authorization  to retain  certain  pre-petition  bank  accounts  that would
     otherwise have to be closed immediately after the Petition Date.

The use of cash collateral and the DIP Facility were approved on an interim
basis at the initial hearings on these motions held on May 12, 2003. The
Bankruptcy Court granted final approval for such relief at final hearings
thereon held on July 10, 2003.

         On May 16, 2003, the Debtors filed that certain Motion For Order
Approving Plan Sponsor Protections And Fees (the "Protections Motion"). By the
Protections Motion, the Debtors sought an order granting certain protections and
fees to the Co-Sponsors, including the following:

                  1. Authorization to pay DDJCM the sum of $500,000, and to pay
         the LL Entities the sum of $333,333, as a transaction fee, upon the
         confirmation of the Plan in exchange for their sponsorship of the Plan
         and DIP Facility, and to reimburse these parties for their reasonable
         out of pocket costs, including, without limitation, the reasonable
         attorneys' fees incurred in this process; and

                  2. Authorization to pay to each of the Co-Sponsors a "break-up
         fee" of $1,000,000 (a total of $2,000,000), plus their reasonable out
         of pocket costs, including, without limitation, reasonable attorneys'
         fees, upon (a) the confirmation of any other plan of reorganization
         than the Plan, or (b) the sale of substantially all of the assets of
         the Debtors under Section 363 of the Bankruptcy Code.
         The hearing on the Protections Motion was held on July 8, 2003. At that
         hearing, the Bankruptcy Court denied the Protections Motion, without
         prejudice to the Debtors' and the Co-Sponsors' seeking approval of the
         transaction fees requested by the Protections Motion (i.e., an
         aggregate of $833,000) in connection with the confirmation of the Plan.
         Pursuant to the Plan, the Debtors and the Co-Sponsors seek approval of
         such transaction fees.

         5.5 Actual and Projected Recovery of Preferential or Fraudulent
Transfers. The Debtors have analyzed their books and records and have determined
that no payment made to insiders within the one-year period prior to the
Petition Date constitutes a preferential transfer pursuant to section 547 of the
Bankruptcy Code, and that no payment made to insiders constitutes a fraudulence
transfer pursuant to section 548 of the Bankruptcy Code. The Debtors have not
analyzed their books and records in sufficient detail to determine whether
transfers made by the Debtors are avoidable as fraudulent transfers under
sections 544(b) or 548 of the Bankruptcy Code. Similarly, the Debtors have not
conducted an analysis of payments made to non-insider creditors within the
ninety-day period preceding the Petition Date to determine whether or not any of
these payments constitute preferential transfers under section 547. The Debtors
anticipate that they will conduct this analysis within the next sixty days. To
the extent that any payments to creditors (whether insiders or non-insiders)
appear to be legally recoverable under these sections or any other section of
the Bankruptcy Code, and the recovery effort would be cost-effective, the
Debtors reserve the right pursuant to the Plan to take whatever actions are
necessary to recover such transfers.

         It should be noted that, with regard to preferential transfer claims,
approximately 99% of the Allowed Claims asserted against the Debtors' Estates,
including the Allowed Amount of Unsecured Claims asserted by trade creditors,
will be paid in full pursuant to the Ordinary Course Expenses Motion or the
Plan, or otherwise paid on terms satisfactory to the holders of the Allowed
Claims. Accordingly, the Debtors believe that few, if any, claims to avoid
preferential transfers will be pursued by the Debtors. Moreover, pursuant to
Section 6.4.1.A of the Plan, any and all preferential transfer claims against
Class 4.1 claimants will be released, provided that Class 4.1 accepts the Plan.

         With regard to fraudulent transfer claims, pursuant to section 548 of
the Bankruptcy Code, the Debtors have standing to file actions to set aside
"fraudulent transfers" made within one year of the Petition Date. Pursuant to
section 544 of the Bankruptcy Code, the Debtors have standing to file such
actions on the basis of similar statutes under state law. Under most state law
fraudulent transfer statutes, the Debtors have the right to avoid fraudulent
transfers made within four years of the transfer date. In summary, a fraudulent
transfer is a transfer of property that was made for less than reasonably
equivalent value, and either that was made while the transferor was insolvent or
that rendered the transferor insolvent.

         JPMorgan Partners LLC ("JPMP"), a Convertible Subordinated Noteholder,
asserts that there may exist potential fraudulent transfer claims arising from
the Debtors' acquisition of dental practices ("Dental Practices"). JPMP asserts
that, the Debtors may not have received reasonably equivalent value in exchange
for the purchase payments that the Debtors made to the sellers of the Dental
Practices, and that, at the time when the Debtors made such payments, the
Debtors may have been insolvent, or rendered insolvent or left with unreasonably
small capital as a result of such payments. Based thereon, JPMP asserts that the
Debtors' payments to the sellers of Dental Practices may be subject to challenge
as fraudulent conveyances under Sections 544(b) and 548 of the Bankruptcy Code
and are recoverable under Section 550 of the Bankruptcy Code. JPMP has stated
that may make demand upon the Debtors and/or the Committee to pursue any such
fraudulent transfer claims against the sellers of Dental Practices, and that, if
the Debtors and the Committee decline to do so, JPMP may seek from the
Bankruptcy Court authority to pursue such claims on behalf of the Estates.7

         The Debtors do not believe that any of these acquisition transactions
is a potentially avoidable fraudulent transfer. Each of these acquisition
transactions was based upon a comprehensive due diligence effort regarding the
assets being acquired and relationships being entered into, the potential for
upside growth in the particular community where the practice was located, and
the individual characteristics of the dentists that would be servicing over an
extended time period the patients of the Dental Practices. The terms of each
deal were the result of a bargained for exchange between two parties seeking the
most favorable pricing. In summary, each transaction was a market driven
exchange, and the purchase price paid in each instance was the Debtors' best
estimate of what the assets being acquired were worth to the Debtors at that
particular point in time, Moreover, at the time when the Debtors entered into
these acquisition transactions, they believed they had the financial means to
pay the debt service associated with the obligations being incurred to complete
the acquisitions. Given these facts, the Debtors do not believe that any of the
acquisition transactions entered into with the sellers of the Dental Practices
within the past four years are avoidable based upon either state or federal law.
Accordingly, the Debtors will not be taking any action to set aside these
transactions or any payments made pursuant thereto.

         During the period from May 8, 1999 through August 31, 2000, the last
date on which the Debtors acquired a Dental Practice, the Debtors acquired
sixty-four (64) Dental Practices, paying for such Dental Practices a total of
approximately $35.8 million in cash, and an aggregate of $30.8 million in
earn-out payments and payments on Seller Notes. Therefore, the Debtors paid
within, the four-year "reach back" period, a total sum of approximately $66.6
million on account of the Debtors' acquisitions of Dental Practices.

         The Debtors believe strongly that pursuing fraudulent transfer claims
against the sellers of the Dental Practices is not in the best interests of the
Debtors or the Debtors' creditors. The Debtors' position in this regard is
based, in part, upon the following:

                  A. The Debtors question the merits of any fraudulent transfer
         claims against the sellers of the Dental Practices. First, the Debtors
         believe that the Debtors were solvent at the time when each acquisition
         of a Dental Practice was consummated by the Debtors. Second, as set
         forth hereinabove, based upon the best information available to the
         Debtors at the time when such acquisition transactions were
         consummated, the Debtors believe that they paid reasonably equivalent
         value for the Dental Practices. The Debtors believe, therefore, that
         the chance for success in any such fraudulent transfer litigation is
         unlikely, since there would have to be established both insolvency and
         a lack of reasonable equivalency in the acquisitions.

                  B. Pursuing fraudulent transfer claims to avoid 64
         acquisitions of Dental Practices would undoubtedly prove to be
         extraordinarily expensive. It is not unreasonable to believe that the
         Debtors would incur several millions of dollars in legal fees and other
         professional fees in pursuing such claims. The Debtors believe that
         expending such sums, with the chance of success in such litigation
         being unlikely, is not cost effective.

                  C. Pursuing fraudulent transfer claims to avoid 64
         acquisitions of Dental Practices would require substantial involvement
         of the Debtors' management and would divert the Debtors' management
         from implementing the Debtors' reorganization, to the detriment of the
         Debtors and the Debtors' creditors.

                  D. Pursuing fraudulent transfer claims against the sellers of
         the Dental Practices, eleven (11) of whom are dentists still actively
         involved in the operations of the Debtors' business, would prove to be
         highly disruptive to the Debtors' operations. The Debtors' management
         believes strongly that pursuing such claims would lead to defections by
         key dentists, a tremendous loss in revenues, and would cause
         substantial and perhaps irreparable damage to the Debtors' business.
         The Debtors believe that, if such litigation were pursued, the Debtors'
         viability as an ongoing enterprise would be imperiled and that a
         liquidation would likely ensue, to the detriment of the Debtors and the
         Debtors' creditors. Based thereon, the Debtors believe that pursuing
         fraudulent transfer claims against sellers of Dental Practices is not
         in the best interests of Creditors, and, accordingly, the Debtors do
         not intend to pursue such claims.

        5.6 Projected Objections to Claims Filed Against the Estates. The
Debtors have conducted a preliminary review of the Claims filed in the Cases.
Based upon this preliminary review, the Debtors anticipate that they will file
objections to a number of Claims. However, since this review process is not
complete and management resources are being focused primarily upon the
reorganization of the Debtors, the Debtors anticipate that some of these
objections will not be filed for at least another sixty days. Pursuant to
Section 10.1 of the Plan, if Class 4.1 accepts the Plan, the Committee will have
standing from and after the Confirmation Date to object to Disputed Class 4.1
Claims.


<PAGE>



                                       VI

                      SUMMARY OF THE PLAN OF REORGANIZATION

         6.1 What Creditors and Interest Holders Will Receive Under The Proposed
Plan. As required by the Bankruptcy Code, the Plan places Claims and Interests
into various Classes according to their respective legal rights and priorities.
The Plan states whether each Class of Claims or Interests is impaired or
unimpaired. Most importantly, the Plan specifies the treatment each Class will
receive thereunder.

         6.2 Unclassified Claims. Certain types of claims are not placed into
Classes by the Plan. They remain unclassified under the Plan. They are not
considered impaired and they do not vote on the Plan, because they are
automatically entitled to receive certain treatment specified in the Bankruptcy
Code. Accordingly, the Debtors have not placed the following claims in a Class.

                  6.2.1 Administrative Claims. Administrative Claims are Claims
for the expenses of administering the Debtors' Chapter 11 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. With the exception of
professional fee claims, the Debtors are paying, within thirty (30) to
forty-five (45) days of invoice, all of the Administrative Claims of vendors
providing goods and services to the Debtors. Accordingly, no significant
arrearage will be owed to the vendors providing goods and services to the
Debtors after the Petition Date and the Administrative Claims of these Creditors
will continue to be paid in the ordinary course, within stated credit terms.

         Payment of fees and costs incurred by Professionals employed by the
Estates (attorneys, accountants, real estate brokers, etc.) is subject to
certain requirements imposed by the Bankruptcy Code. Such fees and costs can be
paid only pursuant to an order of the Bankruptcy Court, after notice and a
hearing. In these Cases, the Professionals have applied to the Bankruptcy Court
for authority for the Debtors to pay monthly, on an interim basis, the
Administrative Claims for fees and costs incurred by the Professionals, subject
to review in connection with final fee applications. The Debtors intend to pay
any final Allowed Administrative Claims of Professionals promptly after approval
of such Claims.

A.   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.

B.   Other Administrative Claims.

a.   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 described in Sections  6.2.1(B)(b)(i)
     and  6.2.1(B)(b)(ii)  hereof, the Distribution Agent shall pay each Allowed
     Administrative  Claim in full,  in Cash,  on the  latest  of the  following
     dates: (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.

b.   Administrative Claims Bar Date.

(i)  General   Administrative  Claims  Bar  Date.  All  applications  for  final
     compensation of  Professionals  for services  rendered or  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
     Section  6.2.1(B)(b)(ii)  hereof  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  Administrative  Claims Bar Date shall be
     forever barred; any party that seeks payment of Administrative  Claims that
     (y) is required to file a request for payment of such Administrative Claims
     and (z) does not file such a request  by the  deadline  established  in the
     Plan therefor shall be forever  barred from  asserting such  Administrative
     Claims against the Debtors, the Reorganized Debtors,  their Estates, or any
     of their property.

(ii) 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") 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.

         The Debtors project that, as of the Effective Date, the Debtors will
owe approximately $5.1 million in Administrative Claims, exclusive of
Administrative Claims of vendors which the Debtors will pay in the ordinary
course of business in accordance with stated credit terms applicable thereto.
The Debtors project that, as of the Effective Date, they will have approximately
$2.8 million in cash and approximately $7.5 million in availability on their
Exit Facility to pay such Claims.

                  6.2.2 Tax Claims. Tax claims are certain unsecured income,
employment and other taxes described by Bankruptcy Code Section 507(a)(8). The
Bankruptcy Code requires that each holder of such a Section 507(a)(8) Tax Claim
receive the present value of such Tax Claim in deferred cash payments, over a
period not exceeding six (6) years from the date of the assessment of such tax.

         At the election of the Debtors, the holder of each Allowed 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 outstanding 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
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.

         The Debtors believe that there will be no material amount of Allowed
Tax Claims in the Cases.

         6.3 Classification of Claims And Interests. The Plan classifies the
Claims of Creditors and Interest Holders into nine (9) separate Classes (some of
which include subclasses) based upon their particular legal characteristics,
rights and priorities. Secured Claims are Claims secured by Liens on property of
the Estates. The table below lists each Class of Secured Claim(s), and claimants
within each Class and whether or not each class is impaired or unimpaired under
the terms of the Plan:

<TABLE>
<CAPTION>

======================= ========================================================================== ===================
                                                CLASSES OF SECURED CLAIMS
<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              Impaired
                        Post-Petition Senior Secured Claims

Class 1.3               Senior Secured Claims of the LL Entities                                   Impaired
Class 2.1 - 2.18        Holders of Allowed Secured Capital Lease Claims and other Allowed          Impaired
                        Secured Claims
======================= ========================================================================== ===================
</TABLE>


         Certain Priority Claims that are referred to in Bankruptcy Code
Sections 507(a)(3), (4), (5), (6), and (7) (which exclude Tax Claims) are
required to be placed in Classes and are classified in Class 3. 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 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. Allowed Priority
Claims have been placed in Class 3 by the Plan. All Allowed Priority Claims
shall be paid in full on the Effective Date pursuant to the Plan.

         Unsecured Claims are unsecured, non-administrative Claims that are not
entitled to priority under Bankruptcy Code section 507(a). The Plan places the
Unsecured Claims against the Estates in one of four Classes. The table below
lists each class of Unsecured Claims, describes the Claims in the Class and
specifies whether the Class is impaired or unimpaired under the Plan:

<TABLE>
<CAPTION>

======================================================================================================================

                                             CLASSES OF UNSECURED CLAIMS
<S>                     <C>                                                                        <C>
Class                   Claimants                                                                  Impaired or
                                                                                                   Unimpaired
Class 3                 Allowed Priority Claims that fall within Bankruptcy Code sections          Unimpaired
                        507(a)(3), (4), (5), (6), and (7)

Class 4.1               Allowed Unsecured Claims not classified in Class 5 or Class 6 other than   Impaired
                        the Allowed Unsecured Claim of Amerident
Class 4.2               Allowed Unsecured Claim of Amerident                                       Impaired
Class 5                 Senior Subordinated Note Claims                                            Impaired
Class 6                 Convertible Subordinated Note Claims                                       Impaired
======================= ========================================================================== ===================
</TABLE>


          The Plan classifies Interests in the Debtors in one of three Classes
based upon their different rights and priorities. The table below lists each
Class, describes the Interests in each Class, and specifies whether the Class is
impaired or unimpaired under the terms of the Plan:

<TABLE>
<CAPTION>

======================================================================================================================

                                                CLASSES OF INTERESTS
<S>                     <C>                                                                    <C>
Class                   Interest Holders                                                           Impaired or
                                                                                                   Unimpaired
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                             Impaired
                        common stock of ISC
======================= ========================================================================== ===================
</TABLE>

6.4 Summary Of Treatment Of Claims And Interests Under The Plan. The following
is a summary of the classification and treatment of the principal pre-petition
Claims and Interests under the Plan. In this summary, the Debtors have also
estimated the amount of Claims that will ultimately become Allowed Claims in
each Class of Claims, based upon a review by the Debtors of all Claims scheduled
by the Debtors, consideration of the provisions of the Plan that affect the
allowance of certain Claims, and a general estimate of the amount by which
Allowed Claims may ultimately exceed the amount of Claims scheduled by the
Debtors.

                  6.4.1 Treatment of Class 1.1 -- Bank Lenders (including DDJCM
Post-Petition Senior Secured Claims). As of the Effective Date, the Allowed
Amount of the Bank Lenders' Senior Secured Claims (including, without
limitation, the DDJCM Post-Petition Senior Secured Claims), in the aggregate,
will be approximately $38,000,000. In accordance with the provisions of Section
6.1.1 of the Plan, the Allowed Secured Claim of each Class 1.1 claimant 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 the following:

     A. Interest  Rate.  From and after the  Effective  Date,  the  Restructured
Senior  Secured Claims  (exclusive of  post-Effective  Date  interest,  fees and
charges not yet 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;

     B. 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 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 the 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.

     C. 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, the Holders of the Restructured Senior Secured Claims shall
receive a Pro Rata share of the following principal payments:


 Payment Date                                              Payment Amount
 As soon as practicable after the entry of DIP
 Facility Order                                                  $200,000
 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 the Effective Date)                          $2,000,000
 October 1, 2006 (if prior to the date that is                 $2,000,000
 three years from Effective Date)
 Three years from the Effective Date                        Unpaid Balance Owed

     D.  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 or the LL Entities.  Such payments  shall be applied  against the
principal amount of the Restructured  Senior Secured Claims in the inverse order
of maturity.

     E. Excess Cash  Payments.  In  accordance  with the  provisions  of Section
6.1.1.F of the Plan, the Class 1.1 claimants  shall receive Excess Cash Payments
on the Excess Cash Payment Dates, and these additional payments shall be applied
against the principal balances owed on the Restructured Senior Secured Claims;

     F. 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
certain payoff dates, the accrued PIK Fees that are included in the Restructured
Senior Secured Claims shall be discounted and waived based upon the  percentages
set forth in Section 6.1.1.G of the Plan;

     G. Maturity Date. The  Restructured  Senior Secured Claims shall be paid in
full,  subject to the PIK Fee  discounts for earlier  payment,  on or before the
third anniversary date of the Effective Date; and

     H. 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 Exit Facility.

                  6.4.2 Treatment of Class 1.2 -- Senior Secured Claim of DDJCM
Entities (Other Than DDJCM Post-Petition Senior Secured Claims. As of the
Effective Date, the Allowed Amount of the Class 1.2 claimant's Senior Secured
Claim will be approximately $38,000,000. Under the Plan, 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
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.

                  6.4.3 Treatment of Class 1.3 - As of the Effective Date, the
Allowed Amount of the Senior Secured Claims of the LL Entities will be
approximately $8,300,000. The LL Entities will receive the following under the
Plan on account these Claims:

     A. 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  plus 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.

     B. New Warrants. All of the New Warrants.  6.4.4 Treatment of Classes 2.1 -
2.18 -- Allowed  Secured  Capital Lease Claims and Other Allowed Secured Claims.
As of the  Effective  Date,  Allowed  Secured  Capital  Lease  Claims will total
approximately $1,100,000.  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.  Any Allowed  Deficiency Claim of the claimant
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. Any Allowed Deficiency Claim
of the claimant 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 Other Allowed 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:  (i) any such default shall be cured,  other than a
default of a kind specified in section  365(b)(2) of the Bankruptcy  Code;  (ii)
the maturity of such claim shall be reinstated as such maturity  existed  before
such  default;  (iii) 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 (iv) 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.
                  6.4.5 Treatment of Class 3 Claims -- Allowed Priority Claims.
The Debtors estimate that the Allowed Priority Claims will total less than
$100,000 as of the Effective Date. Under the Plan, 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 latest of (i) the Effective Date, (ii) the date on
which such Claim becomes an Allowed Priority Claim, or (iii) the date on which
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.

     6.4.6  Treatment of Class 4 -- Allowed  Unsecured  Claims Other than Senior
Subordinated Notes and Convertible Subordinated Notes.

         A. 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. The Debtors estimate that Allowed Class 4.1 Claims will
total between approximately $4.33 million and approximately $5.68 million
dollars on the Effective Date. A summary of the anticipated Claims that will be
encompassed within Class 4.1 appears in Exhibit "5" attached hereto and
incorporated herein by this reference.

                  The treatment of Class 4.1 Claims under the Plan is as
follows. Under 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. Such
distribution shall be paid to Class 4.1 claimants on the later of: (i) thirty
(30) days following the Effective Date; and (ii) with respect to Disputed Class
4.1 Claims, the Distribution Date provided by Section 10.2 of the Plan. The
Debtors estimate that this payment constitutes an approximately 16% to 21%
distribution on account of each Allowed Class 4.1 Claim. Since the Plan is a
"pot plan," the recovery by Class 4.1 claimants will be affected by the amount
of Class 4.1 Claims ultimately Allowed against the Debtors. If the amount of
Class 4.1 Claims Allowed by the Bankruptcy Court exceeds the Debtors' estimate
of such Claims set forth hereinabove, the percentage recovery by Class 4.1
claimants will be less than the estimated percentage recovery set forth herein
(i.e., there is no guaranteed percentage recovery by Class 4.1 claimants).

                  In addition to the foregoing, pursuant to Section 6.4.1.A of
the Plan, 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 section 547 of the
Bankruptcy Code, effective as of the Effective Date.

                  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 in lieu
of the Cash payment described hereinabove. The Holders of Class 4.1 Claims shall
share, Pro Rata, in the Initial New Common Stock Issuance with the Holders of
the Allowed Class 5 Claims. The New Class C Common Stock which will be
distributed to the Class 4.1 claimants shall be subject to certain transfer
restrictions contained in the New Shareholders' Agreement and the Amended and
Restated InterDent Certificate of Incorporation.

         B. 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 Claim 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.

                  6.4.7 Treatment of Class 5 Claim -- Senior Subordinated Notes.
As of the Effective Date, the Allowed Amount of the claims held by the Senior
Subordinated Note Holders will be approximately $44,200,000. Under the Plan, if
and only if Class 4.1 rejects the Plan, the Holder of the Allowed Class 5 Claim
shall receive that 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 Issuance
under Section 6.4.1.A of the Plan. 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.

                  6.4.8. Treatment of Class 6 Claim -- Convertible Subordinated
Notes. As of the Effective Date, the Allowed Amount of the Claims held by the
Convertible Subordinated Note Holders will be approximately $39,000,000. If
Class 6 votes to accept the Plan, then the Holders of Allowed Class 6 Claims who
are Qualified Holders 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 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 exercise 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, the Holders of
Class 6 claims shall receive nothing under the Plan.

                  Except for the distribution of any Class 6 Warrants as
provided herein, the Convertible Subordinated Note Holders shall receive no
distribution on account of their Claims by reason of their contractual
subordination provided, in part, to the Holders of the Class 1 Claims and Class
5 Claims.

                  6.4.9. Treatment of Class 7 Interests -- Existing Preferred
Stock. 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.

                  6.4.10. Treatment of Class 8 Interests -- 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.

                  6.4.11. Treatment of Class 9 Interest -- 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, without limitation,
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

                             MEANS OF IMPLEMENTATION

7.1 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.

7.2 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 or
Certificate of Incorporation and its Amended and Restated By-Laws.

7.3 Issuance of New Plan Securities. 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 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
and the Class 6 Warrants, will be, upon such issuance, validly issued, fully
paid and non-assessable. The charts below summarize the ownership structure of
the Reorganized Debtors after the issuance of all stock provided for in the
Plan:

     Class 4.1 ACCEPTS (No Stock):
<TABLE>
<CAPTION>

                                   Post
                                   Class 6         Post         Post New
                       Effective   Warrant       Preferred       Warrant       Post Mg't    Post Mg't Options
          Holder          Date      Exercise    Conversion      Exercise        Buy-In       (Fully Diluted)
          ------      ----------- ----------- -------------- -------------- -------------- -------------------
<S>                     <C>           <C>         <C>          <C>           <C>               <C>
     Class 5              100.00%      97.00%         25.41%         21.22%         20.94%              19.89%
     Class 6                0.00%       3.00%          0.79%          0.66%          0.65%               0.62%
     Class 1.2              0.00%       0.00%         60.00%         50.10%         49.43%              46.96%
     Class 1.3              0.00%       0.00%         13.80%         11.52%         11.37%              10.80%
     Class 1.3              0.00%       0.00%          0.00%         16.50%         16.28%              15.47%
     Mg't Buy-In
     (636 Shares)           0.00%       0.00%          0.00%          0.00%          1.33%               1.26%
     Mg't Options           0.00%       0.00%          0.00%          0.00%          0.00%               5.00%
                       ----------- ----------- -------------- -------------- -------------- -------------------
                          100.00%     100.00%        100.00%        100.00%        100.00%             100.00%
                       =========== =========== ============== ============== ============== ===================
</TABLE>

Class 4.1 REJECTS (Stock Only):
<TABLE>
<CAPTION>

                                                      Post          Post
                                                   Preferred     Preferred
                                                   Conversion    Conversion                                Post Mg't
                                     Post Class    (Pre Class      (After       Post New                    Options
               Diluted    Effective   6 Warrant       1.3        Class 1.3      Warrant      Post Mg't       (Fully
Holder            by      Date        Exercise    Anti-Dilution)Anti-Dilution)  Exercise       Buy-In       Diluted)
                          ---------- ------------               ------------- ------------- ------------- -------------
<S>          <C>         <C>          <C>          <C>          <C>            <C>         <C>            <C>
Class 4.1                 10.20%           9.89%         2.59%         2.59%         2.16%         2.14%         2.03%
               2, 3, 4,
Class 5          5, 6     89.80%          87.11%        22.82%        22.82%        19.06%        18.80%        17.86%
               3, 4, 5,
Class 6            6          0.00%        3.00%         0.79%         0.79%         0.66%         0.65%         0.62%
Class 1.2       4, 5, 6       0.00%        0.00%        60.00%        58.90%        49.18%        48.53%        46.10%
Class 1.3                     0.00%        0.00%        13.80%        14.90%        12.44%        12.27%        11.66%
Class 1.3        5, 6         0.00%        0.00%         0.00%         0.00%        16.50%        16.28%        15.47%
Mg't Buy-In
(636 Shares)       6          0.00%        0.00%         0.00%         0.00%         0.00%         1.33%         1.26%
M'gt Options                  0.00%        0.00%         0.00%         0.00%         0.00%         0.00%         5.00%
                          ---------- ------------ ------------- ------------- ------------- ------------- -------------
                            100.00%      100.00%       100.00%       100.00%       100.00%       100.00%       100.00%
                          ========== ============ ============= ============= ============= ============= =============
</TABLE>


7.4 Amended and Restated Articles or Certificate of Incorporation 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
Incorporation of Reorganized InterDent shall be the Amended and Restated
InterDent Certificate of Incorporation, substantially in the form of the
Exhibits to the Plan Documentary Supplement. 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 an
Exhibit to the Plan Documentary Supplement. 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.

7.5 Management/Board of Directors. 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) of these members shall be appointed by DDJCM and two
(2) of these members shall be appointed by an LL Entity, each of whom will be
identified in the Plan Documentary Supplement. After the Effective Date, subject
to any applicable employment agreements with officers of the Reorganized
Debtors, the New Boards of the Reorganized Debtors will have the right to
determine, in their sole and absolute discretion, all issues pertaining to the
retention, hiring and compensation of the Reorganized Debtors' management. The
Co-Sponsors have agreed that, after payment of the Allowed Claims of the Class 4
claimants as of the Effective Date, the Reorganized Debtors will pay to nine (9)
members of the Reorganized Debtors' management team an aggregate of
approximately $1.09 million in retention bonuses, in part, as and for
compensation for management's commitment to remain with the Reorganized Debtors
after the Petition Date and to direct the Reorganized Debtors' successful
reorganization.

                  A recipient of such retention bonus will have the option to
obtain stock in the Reorganized Debtors in lieu of receiving all or a portion of
his retention bonus in Cash, as follows: The option must be exercised with five
(5) days after the Effective Date. The option exercise price per share will be
90% of the implied per share price derived from using a total enterprise value
for the Reorganized Debtors of $110 million, making appropriate reductions for
indebtedness of the Reorganized Debtors of the type deducted in determining the
Strike Price Value. Any recipient of the retention bonus who elects to exercise
the option to receive stock in the Reorganized Debtors in lieu of receiving all
or a potion of the retention bonus in Cash, will receive an income tax gross up
as to that portion of the retention bonus not received in Cash and used instead
to exercise the option, and as to cover any income taxes to be paid by the
executive on such income tax gross up.

                  As of the Effective Date, the Debtors' employment agreements
with H. Wayne Posey and Ivar Chhina will be rejected. The Co-Sponsors and Mr.
Posey and Mr. Chhina have agreed upon the terms of employment agreements which
will become effective as of the Effective Date.

         7.6 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, will 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, will be entitled to nominate two members of the Board of Directors
to stand for election. No other nominees will be accepted. Holders of New
Preferred Stock and New Common Stock will 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 will be entitled to the additional per share
voting rights set forth in the Plan and the Amended and Restated Interdent
Certificate of Incorporation. Election of directors to the Board of Directors of
Reorganized ISC will be by majority vote of the entire Board of Directors of
Reorganized InterDent. A director may be removed from office only 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 be filled only by the
persons or holders of the class(s) of shares that nominated the previous
incumbent of such vacancy.

         7.7 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. These officers will
be employed after the Effective Date pursuant to new employment agreements the
terms of which have been agreed upon by the Co-Sponsors and these officers. A
summary of the material compensation terms of Mr. Posey and Mr. Chhina is set
forth in Section 4.11 hereof.

         7.8 Revesting of Assets. Except as otherwise specifically provided in
the Plan, on the Effective Date, all property of the Estates of the Debtors
(including all rights of action held by such Estates, but excluding property
that has been abandoned pursuant to an order of the Bankruptcy Court) will
revest in each of the Debtors whose Estates owned such property or interest in
property immediately prior to the Effective Date.

         7.9 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 Agreement, the Senior Subordinated
Notes, the Convertible Subordinated Note 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 Agreement, the Senior Subordinated
Note Agreements, the Senior Subordinated Notes, the Convertible Subordinated
Note Agreement, and the Convertible Subordinated Notes, will be released and
discharged. Notwithstanding anything in this Section 7.9 to the contrary, any
subordination provisions contained in any note, bond, indenture, agreement,
instrument or other document that is subject to cancellation under Section 8.8
of the Plan shall remain in full force and effect to the extent (and only to the
extent) provided in Section 6.1.1.N of the Plan, as if the subject note, bond,
indenture, agreement, instrument or document had not been cancelled under
Section 8.8 of the Plan.

         7.10 Issuance of New Class A Preferred Stock And The Issuance of The
New Class B 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 provided in the Plan.

         7.11 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
Section 6.4.1.B and 6.5 of the Plan, subject to an appropriate reserve for
Disputed Claims in Class 4.1. 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.

         7.12 Issuance of New Warrants and Class 6 Warrants. On the Effective
Date: (i) the New Warrants will be issued to an LL Entity in accordance with the
Plan; and (ii) if Class 6 accepts the Plan, the Class 6 Warrants will be deemed
to have been issued to the Holders of Allowed Class 6 Claims who are Qualified
Investors in accordance with the Plan. The Class 6 Warrants that are issued
under the Plan must be exercised, if at all, within five (5) Business Days
following the Effective Date.

         7.13 Management Stock Options. The Debtors will be issuing stock
options to various members of management as part of their compensation packages.
These stock options will enable these individuals to acquire up to a total of
five percent (5%) of the fully diluted New Common Stock, after the Effective
Date, on the terms and conditions set forth in Section 7.5 hereof.

         7.14 Section 1145 Exemption For New Common Stock And Warrants. The New
Articles of Incorporation will contain restrictions on the transfer of New
InterDent Securities even if such transfer is not restricted by applicable
securities laws. Section 1145(a)(1) of the Bankruptcy Code exempts the offer and
sale of securities under a plan of reorganization from registration under
section 5 of the Securities Act of 1933 (the "Securities Act") and state laws if
three principal requirements are satisfied: (i) the securities must be offered
and sold under a plan of reorganization and must be securities of the debtor, of
an affiliate participating in a joint plan with the debtor, or of a successor to
the debtor under the plan; (ii) the recipients of the securities must hold
pre-petition or administrative expense claims against the debtor or interests in
the debtor; and (iii) the securities must be issued entirely in exchange for the
recipient's claim against or interest in the debtor, or principally in exchange
for such claims or interests and partly for cash or property. Except as noted
below, the Debtors believe that the issuance of the New Preferred Stock, the New
Common Stock, the New Warrants and the Class 6 Warrants in exchange for the
claims of the Creditors receiving these securities, satisfies the requirements
of section 1145(a)(1) of the Bankruptcy Code and therefore should be exempt from
registration under the Securities Act and state securities laws, but will be
subject to certain transfer restrictions.

         The New InterDent Securities should be exempt from registration under
federal and state securities laws, unless the holder is an "underwriter" with
respect to such securities. Section 1145(b) of the Bankruptcy Code defines four
types of "underwriters":

A.   Persons who  purchase a claim  against,  an interest  in, or a claim for an
     administrative  expense against the debtor with a view to distributing  any
     security received in exchange for such claim or interest;

B.   Persons who offer to sell  securities  offered under a plan for the holders
     of such securities;

C.   Persons  who  offer  to buy  such  securities  from  the  holders  of  such
     securities,  if the offer to buy is: (1) with a view to  distributing  such
     securities;  and (2) under an agreement  made in connection  with the plan,
     the consummation of the plan, or with the offer or sale of securities under
     the plan; or

D.   A person who is an  "issuer"  with  respect to the  securities  as the term
     "issuer" is defined in section 2(11) of the Securities Act.


     Under section 2(11) of the Securities Act, an "issuer"  includes any person
directly or indirectly  controlling  or controlled by the issuer,  or any person
under  direct or  indirect  common  control of the  issuer.  To the extent  that
Persons  who  receive  New Common  Stock  pursuant  to the Plan are deemed to be
"underwriters,"  resale by such persons would not be exempted by section 1145 of
the  Bankruptcy  Code  from  registration  under  the  Securities  Act or  other
applicable law. Persons deemed to be underwriters  would,  however, be permitted
to sell such New Common Stock or other securities without registration  pursuant
to the provisions of Rule 144 under the Securities Act,  subject to the transfer
restrictions in the Amended and Restated InterDent  Certificate of Incorporation
and/or New  Shareholders'  Agreement.  These  rules  permit  the public  sale of
securities  received by  "underwriters"  if current  information  regarding  the
issuer  is  publicly  available  and if volume  limitations  and  certain  other
conditions  are met,  but such  sales  will be  restricted  in this  case by the
Amended  and  Restated  InterDent   Certificate  of  Incorporation   and/or  New
Shareholders'  Agreement.  Moreover the Debtors do not presently  intend to make
the necessary current financial  information needed to satisfy Rule 144 publicly
available.

         Whether or not any particular person would be deemed to be an
"underwriter" with respect to the New Common Stock or other security to be
issued pursuant to the Plan would depend upon various facts and circumstances
applicable to that person. Accordingly, the Debtors express no view as to
whether any particular Person receiving New Common Stock or other securities
under the Plan would be an "underwriter" with respect to such New Common Stock
or other securities.

         Given the complex and subjective nature of the question of whether a
particular Holder may be an underwriter, the Debtors make no representation
concerning the right of any person to trade in the New Common Stock or other
securities. The Debtors recommend that potential recipients of the New Common
Stock or other securities consult their own counsel concerning whether they may
freely trade New Common Stock or other securities without compliance with the
Securities Act or the Exchange Act.

         7.15 Illiquidity of New Common Stock, New Warrants And Class 6
Warrants. All Creditors receiving New Common Stock, New Warrants or Class 6
Warrants under the Plan are advised that the Debtors have not agreed to register
any of these securities with the Securities And Exchange Commission, or to
otherwise take any action that would create a public market for these
securities, or that would enable the holders to sell these securities on any
recognized securities market. Moreover, all Creditors receiving New Common Stock
or the right to acquire New Common Stock are advised that these securities are
inherently illiquid, because of the conversion rights accorded the holders of
New Class A Preferred Stock and the New Class B Preferred Stock. In particular,
the holders of New Class A Preferred Stock have the right to convert their
shares into New Class A Common Stock and the holders of the New Class B
Preferred Stock have the right to convert their shares into New Class B Common
Stock. If all these conversions rights are exercised the holders of the New
Class A Preferred Stock and the New Class B Preferred Stock will hold shares
equal to 73.8% of all New Common Stock (New Class A Common Stock, New Class B
Common Stock and New Class C Common Stock together), prior to the exercise of
any New Warrants or management options. Moreover, even prior to the exercise of
these conversion rights, the holders of New Class A Preferred Stock and the New
Class B Preferred Stock shall have the same voting rights as if they owned 73.8%
of the New Common Stock giving them effective control of the Debtors.

     7.16  Exit  Facility.  On the  Effective  Date,  the DIP  Facility  will be
replaced by the Exit Facility  under which the  Reorganized  Debtors will be the
borrowers, the salient terms of which are as follows:

A.   Except as otherwise  provided in the Plan, the financial  terms of the Exit
     Facility  (including  covenants) will be similar to those applicable to the
     Restructured Senior Secured Claims under the New Credit Agreement.

B.       Except as may be permitted under Section 8.12.I of the Plan (in the
         event the Bank Lenders fund the Exit Facility and use a fee as part of
         their "all in" pricing of 12%), there are to 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.

C.       The commitment 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 commitment available for borrowing under
         the Exit Facility, subject to a borrowing base.

D.       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 will function as a revolving credit facility, which will
         be repaid from time-to-time and re-borrowed as needed by the
         Reorganized Debtors.

E.       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.

F.   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,  of 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 will permanently  reduce the commitment under the Exit Facility.
     With respect to the New Credit  Agreement,  such repayments will be applied
     in the inverse order of maturity such that proceeds are applied against the
     back end of the loan payments.

G.   There will be no  prepayment  penalties  or other like  terms  which  would
     hinder the refinancing of the Exit Facility.

H.   The interest rate under the Exit Facility shall not exceed 12% per annum.

I.   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 the
     Bank Lenders  agree to fund the Exit Facility on terms no more onerous than
     those set forth  herein,  the DIP Lenders  will 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.

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

7.18 Committee. If Class 4.1 accepts the Plan and is to receive Cash pursuant to
Section 6.4.1.A of the Plan, 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 Bankruptcy 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 of the Plan. 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.

7.19 Risks. The Debtors' ability to successfully perform their obligations under
the terms of the Plan is dependent upon the success of future operations. As
with any business enterprise, the Debtors' business faces an array of risks
including, but not limited to, competition, potentially adverse changes in
economic conditions, and potentially adverse changes in the regulatory
environment. ALTHOUGH THE DEBTORS HAVE CONFIDENCE IN THE MERITS OF THE PLAN AND
THEIR ABILITY TO ACHIEVE THE RESULTS PROJECTED IN THE PROJECTIONS WHICH
ACCOMPANY THIS DISCLOSURE STATEMENT, THERE IS NO ASSURANCE THAT THE DEBTORS WILL
IN FACT ACHIEVE THESE OBJECTIVES. ACCORDINGLY, ALL CREDITORS SHOULD CONSIDER THE
FOLLOWING RISKS:

A. The Debtors receive fees for services provided to affiliated dental practices
under management agreements and, except as permitted by applicable law, the
Debtors do not generally directly employ dentists or control the professional
dental aspects of the practices which require a license to practice dentistry.
The Debtors' profitability is dependent on the revenue and expenses of the
affiliated dental practices. Any material loss of revenue or increase in the
expenses of the affiliated dental practices could have a material adverse effect
on the revenues projected in the accompanying financial projections.

B. The Debtors' operating strategy is to increase profitability by maximizing
each patient's use of the Debtors' affiliated dental practices through extended
hours of operation and the addition of general dentists, specialists, hygienists
and dental assistants. Accordingly, the Debtors' financial success is dependent,
in part, upon their ability to continue to attract and retain a sufficient
number of qualified dentists, specialists, hygienists and dental assistants. No
assurance can be given that the Debtors will be able to continue to attract
qualified dentists, specialists and clinical staff at acceptable compensation
levels, or at all. Failure to appropriately staff affiliated dental practices
could have an adverse effect on the Debtors' business, financial condition and
results of operations.

C. The Debtors believe that their future success is dependent in part upon their
ability to attract and retain qualified management personnel. Competition for
such personnel is intense and the Debtors will compete with numerous other
employers, some of which may have greater financial and other resources. There
can be no assurance that the Debtors will be successful in continuing to attract
and retain such personnel.

D. The Debtors compete with other dental practice management companies seeking
to affiliate with dental practices in the highly competitive dental industry.
The Debtors are aware of a number of competitors specializing in the business of
providing comprehensive management services to dental practices and there are
other companies with substantial resources that may decide to enter the
industry. There can be no assurance that the Debtors will be able to continue to
successfully retain existing dental practices or to add additional practices to
their network.

E. The market for general and specialty dental services is highly fragmented and
is characterized by large numbers of individual practitioners and small group
practices competing for individual patients. Competition for the provision of
dental services is highly competitive in the markets in which the Debtors'
combined network of affiliated dental practices operate and often includes
practitioners who have established practices and reputations. There can be no
assurance that the Debtors' combined network of affiliated dental practices will
continue to be able to compete effectively in the markets they serve, and an
inability to do so would have a material adverse effect on the Debtors'
business, financial condition and results of operations.

F. A  significant  portion of the payment for services  rendered by the Debtors'
affiliated Dental Practices is paid by private insurance programs. There is, and
has been in recent years,  an ongoing  effort by  third-party  and  governmental
payors to contain and reduce health care and dental care costs, and impose lower
reimbursement  rates on health care providers.  Such initiatives may result in a
reduction in per-patient and per-procedure  revenue from historic levels. In the
event that  third-party  payors are  successful  in  obtaining  lower  rates for
specified  services,  the Debtors'  results of operations  may be materially and
adversely affected. Additionally, contracts between third-party and governmental
payors and the Debtors'  affiliated  dental  practices  typically are short-term
arrangements,  having  terms  of one year or  less.  Substantially  all of these
agreements  also  allow the  third-party  or  governmental  payor to cancel  the
agreement  prior to expiration of its term.  Cancellation or failure to renew or
extend one or more material  payor  agreements  could  materially  and adversely
affect the Debtors' business, financial condition and results of operations.

G.  Managed  care  arrangements  typically  shift some of the  economic  risk of
providing  patient care from the person who pays for the care to the provider of
the care by  capping  fees,  requiring  reduced  fees,  or  paying a set fee per
patient irrespective of the amount of care delivered.  There can be no assurance
that managed care arrangements will not become more prevalent in the dental care
field in the future, that the downward pressures on fees associated with managed
care will not  increase,  or that the Debtors will not be adversely  affected by
growth in managed  dental  care.  There can be no  assurance  that the  Debtors'
affiliated dental practices will be able to negotiate satisfactory  arrangements
on a capitated or other risk-sharing basis in the future.

H. The dental  industry is regulated  extensively  at both the state and federal
levels.  Regulatory oversight includes, but is not limited to, considerations of
fee-splitting,  corporate practice of dentistry, anti-kickback and anti-referral
legislation  and state insurance  regulation.  Although the Debtors believe that
their operations  fully comply with all applicable laws and  regulations,  there
can be no assurance  that a review of the  Debtors'  business  relationships  by
courts or other regulatory  authorities would not result in determinations  that
could prohibit or otherwise  adversely affect  operations or that the regulatory
environment  will not change,  requiring the Debtors to  reorganize,  change the
Debtors' methods of reporting  revenues and other financial  results or restrict
existing or future  operations.  Any such change could have a materially adverse
effect on the Debtors' business, financial condition and results of operations.

I.  Future  health care  legislation  at the federal or state level could have a
material  adverse  effect on the  Debtors'  business,  financial  condition  and
results of operations.

         The foregoing discussion of risks is nonexclusive. The risk factors
discussed above, as well as other risk factors, could have an adverse impact on
the Debtors' future business operations and impair their ability to perform
their obligations under the Plan. However, the Debtors believe that the Plan
proposed herewith takes fairly into account potential risks, and that they will
be able to perform the obligations undertaken therein.

                                      VIII

                                  DISTRIBUTIONS

8.1 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.

8.2      Distributions.

                  8.2.1 Dates of Distributions. Except as provided in Section
9.2.3 of the Plan, 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 shall be deemed timely
if made as soon as practicable after the Claim has become Allowed. Distributions
of Cash (if Class 4.1 accepts the Plan) or of New Class C Common Stock (if Class
4.1 rejects the Plan) to Holders of 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.

                  8.2.2 Limitation on Liability. Neither the Debtors, the
Reorganized Debtors, the Co-Sponsors, or their affiliates, nor any of their
respective shareholders, general partners, limited partners, employees, members,
officers, directors, agents, or professionals shall be liable for (i) any acts
or omissions (except for gross negligence or willful misconduct) in connection
with implementing the distribution provisions of the 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).

                  8.2.3 Distributions to DDJCM and LL Entities. Notwithstanding
any other provision of the Plan, the distributions of New Preferred Stock, New
Warrants and 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.

8.3      Treatment of Disputed Claims.

8.3.1 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.

8.3.2 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.

8.3.3 Reserves for Disputed Claims and Costs of Resolving Disputed 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 days following such final resolution of Disputed Class 4.1 Claims (and, if
Class 4.1 accepts the Plan, such fees and expenses).

                                   IX

                 EXECUTORY CONTRACTS AND UNEXPIRED LEASES

9.1 Executory Contracts Being Assumed. Effective as of, and conditioned on, the
occurrence of the Effective Date: (A) InterDent shall assume all of the
executory contracts and unexpired leases listed on Exhibit "11.1 A-1" to the
Plan Documentary Supplement; (B) ISC shall assume 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, shall assume 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 lease 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 Section 11.1 of the Plan 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 an agreement in Exhibits "11.1 A-1" or "11.1 A-2"
does not constitute an admission that (i) such agreement is an executory
contract or unexpired lease within the meaning of section 365 of the Bankruptcy
Code, (ii) the Debtors must assume such agreement 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 agreement is a valid contract or
lease. Any contract or lease assumed pursuant to the Plan shall be assumed as
previously amended or otherwise modified by the parties thereto, whether before
or after the Petition Date.

9.2 Executory Contracts Being Rejected. InterDent shall reject all of its
executory contracts and unexpired leases listed on Exhibit "11.2 R-1" and ISC
shall reject 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. A list of rejected Seller
Notes is set forth in Exhibit "6" hereto. The Debtors reserve the right to amend
Exhibits "11.2 R-1" and "11.2 R-2" to include additional leases and contracts on
those Exhibits, or to delete leases and contracts from those Exhibits, 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.

9.3 Retention of Property Rights By Reorganized Debtors. To the extent that an
agreement 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.

9.4 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.

9.5 Cure  Statements.  Any party whose executory  contract or unexpired lease is
assumed  under the  terms of the Plan  must  File and  serve on the  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  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.

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

                                        X

                            TAX CONSEQUENCES OF PLAN

         10.1 Introduction.....The implementation of the Plan may have federal,
state and local tax consequences to the Debtors and the Debtors' Creditors and
Interest Holders. No tax opinion has been sought or will be obtained with
respect to any tax consequences of the Plan. This Disclosure Statement does not
constitute and is not intended to constitute either a tax opinion or tax advice
to any person, and the summary contained herein is provided for informational
purposes only.

         The discussion below summarizes only certain of the federal income tax
consequences associated with the Plan's implementation. This discussion does not
attempt to comment on all aspects of the federal income tax consequences
associated with the Plan, nor does it attempt to consider various facts or
limitations applicable to any particular Creditor or Interest Holder which may
modify or alter the consequences described herein. A Creditor or Interest Holder
may find that the tax consequences of the Plan to such Creditor or Interest
Holder differ materially from the tax consequences discussed below because of
such Creditor's or Interest Holder's facts and circumstances. This discussion
does not address state, local or foreign tax consequences or the consequences of
any federal tax other than the federal income tax.

         The following discussion is based upon the provisions of the Internal
Revenue Code of 1986, as amended (the "Internal Revenue Code"), the regulations
promulgated thereunder, existing judicial decisions and administrative rulings.
In light of the rapidly-changing nature of tax law, no assurance can be given
that legislative, judicial or administrative changes will not be forthcoming
that would affect the accuracy of the discussion below. Any such changes could
be material and could be retroactive with respect to the transactions entered
into or completed prior to the enactment or promulgation thereof. The tax
consequences of certain aspects of the Plan are uncertain due to the lack of
applicable legal authority and may be subject to judicial or administrative
interpretations that differ from the discussion below.

         CREDITORS AND INTEREST HOLDERS ARE ADVISED TO CONSULT WITH THEIR OWN
TAX ADVISORS REGARDING THE TAX CONSEQUENCES TO THEM AND TO THE DEBTORS OF THE
TRANSACTIONS CONTEMPLATED BY THE PLAN, INCLUDING FEDERAL, STATE, LOCAL AND
FOREIGN TAX CONSEQUENCES.

         10.2              Federal Income Tax Consequences to the Debtors.

                  10.2.1 Tax Reorganization. Internal Revenue Code section 368
defines certain tax reorganizations under the Internal Revenue Code, including
reorganizations under the Bankruptcy Code. Tax reorganizations usually involve
exchanges of stock and tax securities in which the issuing corporation (or
another corporation that is a party to the reorganization) and the holders of
stock and tax securities participate. The Debtors believe that the transactions
contemplated by the Plan constitute a recapitalization qualifying as a tax
reorganization pursuant to Internal Revenue Code section 368(a)(1)(E). However,
this conclusion is not free from doubt in light of the uncertain scope of the
definition of "recapitalization." No assurances can be given that a court will
uphold the Debtors' contention that the Plan transactions constitute a
recapitalization if such contention is challenged.

                  10.2.2   Carryover And Availability Of The Debtor Consolidated
Group's Net Operating Losses.

                  A.       General. InterDent, ISC and the other 80 percent
or more controlled subsidiaries of InterDent
(collectively, the "Debtor Consolidated Group") comprise an affiliated group
that files a consolidated federal income tax return. Based on preliminary
estimates, the Debtor Consolidated Group will have approximately $109 million of
consolidated net operating losses ("NOLs") carrying forward from the tax year
ending December 31, 2002 into the tax year ending December 31, 2003. The Debtors
are uncertain whether the Debtor Consolidated Group will have a consolidated net
operating loss in the tax year ending December 31, 2003. The NOL amounts of the
Debtor Consolidated Group are subject to review and significant adjustment upon
audit by the IRS. In addition, the foregoing estimates of the Debtor
Consolidated Group's NOLs are subject to legal and factual uncertainty. The tax
attribute reduction rules of Internal Revenue Code section 108 may have the
effect of severely reducing the Debtor Consolidated Group's NOLs. The extent to
which the Debtor Consolidated Group's NOLs will be available to shelter
post-Effective Date income from federal income tax currently is unclear.
Creditors and other parties in interest are cautioned against assuming that such
NOLs will be available to any extent for such purpose.

                  B. Section 382. Internal Revenue Code section 382 places
potentially severe limitations upon the use of a corporation's NOLs and certain
other tax attributes if an "ownership change" occurs with respect to such
corporation's stock. Based upon the anticipated stock ownership of Reorganized
InterDent, the Debtors believe that an "ownership change" will occur with
respect to InterDent's stock as a result of the cancellation of all Existing
InterDent Common Stock and Existing Preferred Stock and the issuance of New
Common Stock and New Preferred Stock pursuant to the Plan. Accordingly, the
limitations and restrictions of section 382 should apply if the Plan is
consummated.

                  When a corporation in bankruptcy issues stock to creditors in
exchange for debt -- as will occur here, if the Plan is consummated -- the
annual limitation imposed by section 382 generally is equal to the product of
(1) the fair market value of the stock of such corporation (or, in the case of a
consolidated group, the common parent) multiplied by (2) the long-term
tax-exempt rate (4.58 percent in the case of ownership changes occurring in May
2003). If the ownership change occurs pursuant to a confirmed chapter 11 plan of
reorganization, the stock's fair market value for this purpose generally is
deemed to be equal to the lesser of (a) the fair market value of the stock
immediately after the ownership change, or (b) the fair market value of all the
corporation's assets immediately before the ownership change, determined without
regard to any liabilities of the corporation.

                  Any unused limitation may be carried forward, thereby
increasing the annual limitation in the subsequent taxable year. However, if a
corporation (or consolidated group) does not continue its historic business or
use a significant portion of its assets in a new business for a period of two
years after the ownership change, the annual limitation resulting from the
ownership change is zero. The Debtors presently intend to continue their
historic business.

                  Special rules may reduce or increase the annual NOL limitation
described above if a net unrealized built-in loss ("NUBIL") or a net unrealized
built-in gain ("NUBIG") is present on the date of the ownership change. The
Debtors have not yet determined whether a NUBIG or NUBIL exists now or is likely
to exist as of the ownership change date.

                  An exception to the general annual limitation (including NUBIG
and NUBIL rules) applies where the stockholders and/or qualified creditors of
the debtor-corporation retain or receive (other than for new value), pursuant to
a confirmed chapter 11 plan of reorganization, 50 percent or more of the stock
of the reorganized debtor, determined both on the basis of voting power and fair
market value. This rule is stated in Internal Revenue Code section 382(l)(5).
The Debtors are uncertain whether the special bankruptcy rule of section
382(l)(5) will apply to them or, if it applies, whether such application will be
beneficial.

                  Any shift (deemed or actual) in the ownership of stock of the
Debtors, directly or by attribution, outside the scope of the Plan may trigger
the application of section 382 and other provisions of the Internal Revenue Code
which may affect the availability of the Debtor Consolidated Group's NOLs.
Because the federal income tax consequences of any such shift would depend on
the particular facts and circumstances at such time and the application of
complex legislation and regulations, the Debtors express no views as to the
effect of any transactions outside the scope of the Plan or the survival of any
NOL or other carryovers.

                  C. Reduction Of The Debtors' Indebtedness. Consummation of the
Plan will substantially reduce the amount of the Debtors' aggregate outstanding
indebtedness (any amount of potential discharged indebtedness for federal income
tax purposes will be referred to herein as a "Debt Discharge Amount"). In
general, the Internal Revenue Code provides that a taxpayer who realizes a
discharge of indebtedness must include the Debt Discharge Amount in its gross
income in the taxable year of discharge to the extent that the Debt Discharge
Amount exceeds any consideration given for such discharge. No income from the
discharge of indebtedness is realized to the extent that payment of the
liability being discharged would have given rise to a deduction.

                  If a taxpayer is in a title 11 case and the discharge of
indebtedness occurs pursuant to a plan approved by the court, such discharge of
indebtedness is specifically excluded from gross income.

                  Accordingly, the Debtors will not be required to include in
income any Debt Discharge Amount as a result of Plan transactions. The Internal
Revenue Code requires certain tax attributes of a debtor to be reduced by the
Debt Discharge Amount excluded from income. Tax attributes are reduced in the
following order of priority: net operating losses and net operating loss
carryovers; general business credits; minimum tax credits; capital loss
carryovers; basis of property of the taxpayer; passive activity loss or credit
carryovers; and foreign tax credit carryovers. Tax attributes are generally
reduced by one dollar for each dollar excluded from gross income, except that
general tax credits, minimum tax credits and foreign tax credits are reduced by
33.3 cents for each dollar excluded from gross income. As discussed above, the
tax attribute reduction rules may eliminate a large portion of the Debtor
Consolidated Group's NOLs and other tax attributes.

                  An election can be made to alter the order of priority of
attribute reduction by first applying the reduction against depreciable property
held by the taxpayer in an amount not to exceed the aggregate adjusted basis of
such property. The Debtors have not yet decided whether to make such election.
The deadline for making such election is the due date (including extensions) of
the Debtors' federal income tax return for the taxable year in which such debt
is discharged pursuant to the Plan.

                  Any claim against a debtor (except a claim that would give
rise to a deduction if paid) that is discharged by payment to a creditor of Cash
and/or property will result in the creation of a Debt Discharge Amount reducing
tax attributes to the extent that the adjusted issue price of the debt
discharged (plus accrued interest) exceeds the fair market value of the payment
made in cancellation thereof.

                  A debtor's Debt Discharge Amount may be increased to the
extent that unsecured creditors holding unscheduled claims fail to timely file a
proof of Claim and have their claims discharged on the Confirmation Date
pursuant to Bankruptcy Code section 1141.

         10.3 Tax Consequences To Creditors. The tax consequences of the Plan's
implementation to a Creditor will depend on whether the Creditor's present Claim
constitutes a "security" of a Debtor for federal income tax purposes and the
type of consideration received by the Creditor in exchange for its Claim,
whether the Creditor reports income on the cash or accrual method, whether the
Creditor receives consideration in more than one tax year of the Creditor, and
whether all the consideration received by the Creditor is deemed to be received
by that Creditor in an integrated transaction. The tax consequences upon the
receipt of Cash, debt instruments or other property allocable to interest are
discussed below under "Receipt of Interest."

                  10.3.1   Claims Constituting Tax Securities.

                  A. Definition Of "Security" For Tax Purposes. The
determination whether a Claim of any particular Creditor constitutes a
"security" for federal income tax purposes is based upon the facts and
circumstances surrounding the origin and nature of the Claim and its maturity
date. Generally, Claims arising out of the extension of trade credit have been
held not to be "securities" for federal income tax purposes (collectively, "Tax
Securities" or individually, a "Tax Security"). Instruments with a term of five
years or less rarely qualify as Tax Securities. On the other hand, bonds or
debentures with an original term in excess of ten years have generally been held
to be Tax Securities. The Debtors express no view with respect to whether a
Claim based on any pre-Effective Date obligation of the Debtors constitutes a
Tax Security. EACH CREDITOR IS URGED TO CONSULT ITS OWN TAX ADVISOR IN THIS
REGARD.

                  B. Receipt Of Tax Securities. Section 354 of the Internal
Revenue Code provides for nonrecognition of gain or loss by holders of Tax
Securities of a corporation who exchange these Claims solely for stock or Tax
Securities, pursuant to certain tax reorganizations, including a
recapitalization pursuant to section 368(a)(1)(E) of the Tax Code. In the
context of the Plan, such section would apply where a holder of Tax Securities
of InterDent exchanges such items for New InterDent Securities. The
nonrecognition rule of Section 354 is not applicable by its terms if: (i) the
principal amount of Tax Securities received exceeds the principal amount of Tax
Securities surrendered; or (ii) Tax Securities are received, but none are
surrendered; or (iii) stock or Tax Securities are received for accrued interest.
If solely New InterDent Securities are received, but clause (i) or (ii) applies,
gain (but not loss) will be recognized to the extent of the fair market value of
the amounts described in clauses (i) or (ii), as applicable. The treatment of
Tax Securities received for accrued interest is described in "Receipt of
Interest" below.

                  C. Receipt Of Cash Or Debt Not Constituting Tax Securities For
Tax Securities. A Creditor whose existing Claims constitute Tax Securities may
recognize gain (but not loss) if, in addition to New InterDent Securities or Tax
Securities of Reorganized InterDent, such Creditor receives: cash, debt of
Reorganized InterDent not constituting Tax Securities, or other property
("Boot"). The amount of such gain, if any, to a cash basis taxpayer will equal
the lesser of (i) the excess, if any, of the sum of cash and fair market value
of all other consideration received over the basis of the Creditor in such
Creditor's existing Claims (other than any Claims in respect of accrued
interest); or (ii) the amount of cash and the fair market value of other Boot
items.

                  D. Determination Of Character Of Gain. In the case of a
Creditor whose existing Claims constitute capital assets in such Creditor's
hands, the gain required to be recognized will be classified as a capital gain,
except to the extent of interest (including accrued market discount, if any).
Any gain recognized will be treated as ordinary income to the extent of accrued
market discount. To the extent gain at least equal to any accrued market
discount is not recognized by the holder, such unrecognized accrued market
discount will be attributed to the Tax Securities and New InterDent Securities
received. Any gain recognized by the Creditor upon a subsequent sale or exchange
of such Tax Securities or New InterDent Securities will be ordinary income to
the extent of such accrued market discount. In this regard, it should be noted
that section 582(c) of the Internal Revenue Code provides that the sale or
exchange of a bond, debenture, note or certificate, or other evidence of
indebtedness by a bank or certain other financial institutions shall not be
considered the sale or exchange of a capital asset. Accordingly, any gain
recognized by such Creditors as a result of the Plan's implementation will be
ordinary income, notwithstanding the nature of their Claims. Any capital gain
recognized by a creditor will be long-term capital gain with respect to those
Claims for which the Creditor's holding period is more than one year, and
short-term capital gain with respect to such Claims for which the Creditor's
holding period is one year or less.

                  E. Tax Basis And Holding Period Of Items Received. The
aggregate tax basis of any New InterDent Securities or Tax Securities of
InterDent received by a cash basis Creditor of InterDent, other than amounts
received on account of interest, will be a substituted basis equal to the
Creditor's basis in the Claim surrendered (other than any Claims in respect of
accrued interest), increased by any gain recognized on the exchange, and
decreased by the amount of any cash and the fair market value of any other Boot
items received. If a Creditor subsequently recognizes any gain on the sale or
exchange of stock received, the gain recognized by such Creditor on such sale or
exchange will be treated as ordinary income to the extent of any bad debt
deduction attributable to such Creditor's Claim or ordinary loss deduction
previously claimed by such creditor, provided that the stock constitutes a
capital asset in the Creditor's hands.

                  A Creditor's holding period for any New InterDent Securities
or Tax Securities of Reorganized InterDent (other than New InterDent Securities
or Tax Securities of InterDent received on account of interest) received
pursuant to the Plan will include the period during which such Creditor held the
exchanged Tax Security of InterDent.

                  F. Receipt Solely Of Boot. A Creditor holding Tax Securities
of InterDent who receives solely cash and/or other Boot items in full
satisfaction of such Creditor's Claim will be required to recognize gain or loss
on the exchange. The Creditor will recognize gain or loss equal to the
difference between the amount realized in respect of such Claim and the
Creditor's tax basis in the Claim, and the tax treatment will parallel the tax
treatment set forth below in "Claims Not Constituting Tax Securities."

                  10.3.2            Claims Not Constituting Tax Securities.

                  A. Gain/Loss On Exchange. A Creditor whose existing Claims do
not constitute Tax Securities of InterDent (such as most or all trade Claims)
will recognize gain or loss on the actual or constructive exchange of such
Creditor's existing Claims (other than Claims for accrued interest) for Cash and
any other consideration received (including a new debt instrument) equal to the
difference between (i) the "amount realized" in respect of such Claims and (ii)
the creditor's tax basis in such Claims. The "amount realized" will be equal to
the sum of the Cash and (i) as to a cash-basis taxpayer, the fair market value
of all other consideration received, and (ii) as to an accrual-basis taxpayer,
the face amount of any new debt instruments and fair market value of the other
consideration received, less any amounts allocable to interest, unstated
interest or original issue discount.

     B. Tax Basis And Holding Period Of Items Received.  The aggregate tax basis
in the items received by a Creditor will equal the amount realized in respect of
such items (other than amounts allocable to any accrued  interest).  The holding
period for items  received in the exchange  will begin on the day  following the
exchange.

                  C. Bad Debt Deduction on Discharge of Claim. A Creditor whose
existing Claim does not constitute a Tax Security and who receives no
consideration under the Plan with respect to such Claim may be entitled to a bad
debt deduction equal in amount to such Creditor's adjusted basis in such Claim.
A bad debt deduction is allowed in the taxable year of the Creditor in which a
debt becomes wholly worthless. The discharge of a Claim pursuant to the Plan
establishes that such Claim is wholly worthless as of the date of discharge
(assuming the holder of the Claim receives no consideration under the Plan with
respect to such Claim). It is possible, however, that such Claim may have become
wholly worthless on an earlier date, depending upon all the facts and
circumstances. The Debtors express no opinion regarding the date or dates on
which Claims discharged under the Plan became worthless.

     D. Receipt Of Interest.  Income attributable to accrued but unpaid interest
will be  treated as  ordinary  income,  regardless  of  whether  the  Creditor's
existing Claims are capital assets in its hands.

                  A Creditor who, under its accounting method, was not
previously required to include in income accrued but unpaid interest
attributable to existing Claims, and who exchanges its interest Claim for Cash,
or other property pursuant to the Plan, will be treated as receiving ordinary
interest income to the extent of any consideration so received allocable to such
interest, regardless of whether that Creditor realizes an overall gain or loss
as a result of the exchange of its existing Claims. A Creditor who had
previously included in income accrued but unpaid interest attributable to its
existing Claims will recognize a loss to the extent such accrued but unpaid
interest is not satisfied in full. For purposes of the above discussion,
"accrued" interest means interest which was accrued while the underlying Claim
was held by the Creditor. The extent to which consideration distributable under
the Plan is allocable to such interest is uncertain.

                  10.3.4            Other Tax Considerations.

                  A. Market Discount. If a Creditor has a lower tax basis in a
Debtor obligation than its face amount, the difference may constitute market
discount under section 1276 of the Internal Revenue Code. (Certain Debtor
obligations are excluded from the operation of this rule, such as obligations
with a fixed maturity date not exceeding one year from the date of issue,
installment obligations to which Internal Revenue Code section 453B applies and,
in all likelihood, demand instruments).

                  Holders in whose hands Debtors' obligations are market
discount bonds will be required to treat as ordinary income any gain recognized
upon the exchange of such obligations to the extent of the market discount
accrued during the holder's period of ownership, unless the holder has elected
to include such market discount in income as it accrued.

     B.  Original  Issue  Discount.  The actual or  constructive  exchange  of a
Reorganized  InterDent debt  instrument for an existing  Debtor debt  instrument
(including  certain  constructive  exchanges  that occur when an  existing  debt
instrument is significantly  or materially  modified) may result in the creation
of original issue discount ("OID") to the extent that the issue price of the new
debt instrument is less than its stated redemption price at maturity (generally,
its face amount).

                  The holder of an OID instrument must include in income the sum
of the daily portion of the OID accretion during the taxable year for each year
it holds the instrument even in the absence of payments during such year. The
daily portion of the OID accretion on an instrument is determined by allocating
to each day in the period the ratable portion of the increase in the adjusted
issue price of the instrument during that period.

     C. Withholding.  The Reorganized Debtors will withhold any amounts required
by law from  payments made to  Creditors.  This may require  payments by certain
Creditors of the required withholding tax on the non-Cash consideration issuable
under the Plan. In addition,  Creditors  may be required to provide  general tax
information to the Reorganized Debtors.

                  D. Taxation Of Certain Reserves. Section 468B(g) of the
Internal Revenue Code provides that escrow accounts, settlement funds or similar
funds are subject to current taxation. It also provides that the IRS will
prescribe regulations for the taxation of any such account or fund, whether as a
grantor trust or otherwise. The IRS issued final regulations regarding
settlement funds on December 18, 1992. However, such regulations specifically
reserve the tax treatment of settlement funds in bankruptcy and the treatment of
stock of the issuer to satisfy such obligations. It is thus uncertain as to who
is responsible for reporting income generated by the funds in any unclaimed
property or disputed claims reserve formed pursuant to the Plan. It is possible
that the reserves could be treated as a grantor trust for which the creditor
beneficiaries are treated as grantors. As such, the creditor beneficiaries would
be subject to current taxation on the income generated by such reserves. If the
reserves are not treated as such a grantor trust, they will likely be treated as
a partnership (under the default rule of the "check the box" Treasury
Regulations) or a trust taxable currently as a separate entity on its income.
Pursuant to the Plan and related documents, any party responsible for
administering such reserves will also be required to file appropriate income tax
returns and pay any tax due out of such reserves as a result of any income
earned in such reserves.

         10.4 Tax Consequences To Shareholders. The cancellation of Existing
InterDent Common Stock and Existing Preferred Stock pursuant to the Plan may
entitle holders of such stock to a worthless stock deduction under Internal
Revenue Code section 165(g) for the taxable year of such holders in which the
cancellation occurs. It is possible, however, that Existing InterDent Common
Stock and Existing Preferred Stock became worthless at an earlier date. The
Debtors express no opinion regarding the date on which Existing InterDent Common
Stock or Existing Preferred Stock became wholly worthless.

                                       XI

                    CONFIRMATION REQUIREMENTS AND PROCEDURES

         11.1 Introduction. PERSONS OR ENTITIES CONCERNED WITH CONFIRMATION OR
THE 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 CANNOT and DO NOT represent that the discussion contained below is a
complete summary of the law on this topic and are not providing any legal
opinions.

         Many requirements must be met before a bankruptcy court can confirm a
Chapter 11 plan. Some of the requirements include that the plan must be proposed
in good faith, the distributions to nonaccepting creditors and impaired classes
must be at least as much as such creditors would receive in a Chapter 7
liquidation, and the plan must be feasible. These requirements are not the only
requirements for confirmation.

     11.2 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 every party
in interest is entitled to vote to accept or reject the Plan.

         11.3 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.

                  11.3.1 What Is an Allowed Claim/Interest. As noted above, a
Creditor or Interest Holder must first have an Allowed Claim or Interest to have
the right to vote. Generally, any proof of claim or interest will be allowed,
unless a party-in-interest brings a motion objecting to the claim. When an
objection to a claim or interest is filed, the creditor or interest holder
holding the claim or interest cannot vote unless the bankruptcy court, after
notice and a hearing, either overrules the objection or allows the claim or
interest for voting purposes.

                  THE BAR DATE FOR FILING A PROOF OF CLAIM IN THIS CASE IS JULY
28, 2003. A creditor or interest holder may have an allowed claim or interest
even if a proof of claim or interest was not timely filed. A claim is deemed
allowed if (1) it is scheduled on the Debtor's schedules and such claim is not
scheduled as disputed, contingent, or unliquidated, and (2) no party in interest
has objected to the claim. An interest is deemed allowed if it is scheduled and
no party in interest has objected to the interest.

                  11.3.2 What Is an Impaired Class of Claim(s)/Interest(s). As
noted above, an allowed claim or interest only has the right to vote if it is in
a class that is impaired under a Chapter 11 plan. A class is impaired if the
plan alters the legal, equitable, or contractual rights of the holders of claims
or interests in that class, with certain exceptions. For example, a class
comprised of general unsecured claims is impaired if the plan fails to pay the
holders of claims in that class 100% of what they are owed.

                  In this case, the Debtors believe that Classes 1, 2, 4, 5, 6,
7, 8 and 9 are impaired and that Class 3 is unimpaired under the Plan. Parties
who dispute the Debtors' characterization of their Claim or Interest as being in
an impaired or unimpaired Class may file an objection to the Plan contending
that the Debtors have incorrectly characterized the Class.

         11.4 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 property 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)(8) 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. EVEN IF YOUR CLAIM IS OF THE TYPE
DESCRIBED ABOVE, YOU MAY STILL HAVE A RIGHT TO OBJECT TO THE CONFIRMATION OF THE
PLAN.

         11.5 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,
any party who holds allowed claims or interests in more than one class may vote
the claim or interest in each class.

         11.6 Votes Necessary to Confirm the Plan. If impaired classes exist,
the bankruptcy court cannot confirm a Chapter 11 plan unless (1) all impaired
classes have voted to accept the plan, or (2) at least one impaired class has
accepted the plan without counting the votes of any insiders within that class
and the plan is eligible to be confirmed by "cramdown" on non-accepting classes,
as discussed in Section 11.8 below.

         11.7 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 vote, vote in favor of the plan. A class of interests is deemed to have
accepted the plan when at least two-thirds (2/3) in amount of the interest
holders of such class which actually vote, vote to accept the plan.

         11.8 Treatment of Nonaccepting Classes. As noted above, even if there
are impaired classes that do not accept a Chapter 11 plan, the bankruptcy court
may nonetheless confirm the plan if the nonaccepting classes are treated in the
manner required by the Bankruptcy Code and there is at least one impaired class
that accepts the plan. The process by which a plan can be confirmed and becomes
binding on non-accepting classes notwithstanding rejection by one or more
classes is commonly referred to as "cramdown." The Bankruptcy Code allows a plan
to be "crammed down" on nonaccepting classes of claims or interests if it meets
all requirements for confirmation 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
provided in 11 U.S.C. ss. 1129(b) and applicable case law.

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

         11.10 Liquidation Analysis. Pursuant to section 1129(a)(7) of the
Bankruptcy Code a plan cannot be confirmed unless the bankruptcy court
determines that distributions under the plan to all holders of claims and
interests who have not accepted the plan and whose claims and interests are
classified in classes that are impaired under the plan, are no less than those
which they would receive in a liquidation under Chapter 7. This test must be
satisfied even if a plan is accepted by each impaired class of claims and
interests. This test, which is often referred to as the "best interests" test,
requires the bankruptcy court to find either that (i) all holders of claims and
interests in an impaired class of claims or interests have accepted the plan or
(ii) the plan will provide each holder of claims and interests in an impaired
class who has not accepted the plan with a recovery of property of a value, as
of the effective date of the plan, that is not less than the amount that such
holder would receive if the debtor were liquidated under Chapter 7 of the
Bankruptcy Code.

         To satisfy the "best interest" test, the bankruptcy court must reach a
conclusion regarding the probable distribution to the holders in each impaired
class of claims and interests if the debtor were liquidated in a Chapter 7
proceeding. The first step in this process is to determine the "liquidation
value" that would be generated from a forced sale of the debtor's assets by a
Chapter 7 trustee. The second step requires the application of the projected
liquidation proceeds in accordance with the various rights of creditors holding
liens on the property. For example, if Creditor A holds a lien on corporate
equipment but not inventory, the proceeds of the liquidation derived from this
asset would have to be applied against this claimant's debt. If the proceeds
were sufficient to retire the associated secured claim, then the claim would be
paid in full. However, if the liquidation proceeds are not sufficient, then that
portion of the claim which is not satisfied from the sale proceeds is treated as
an unsecured claim and shares pro rata at this distribution level. This process
must then be repeated as to each collateral category to ensure that the
associated claims secured by collateral are paid from their collateral and only
from their collateral.

         Once all of the claims secured by liens on the estates' assets are
deducted from the projected liquidation proceeds of the sale of the associated
collateral, then the costs and expenses associated with the liquidation of the
estate incurred by the Chapter 7 trustee must be paid, as well as other costs
associated with the Chapter 7 process, which are entitled to priority. These
costs would include the compensation of a trustee, as well as of counsel and
other professionals retained by the trustee, asset disposition expenses, all
unpaid administrative expenses incurred by the debtor in its Chapter 11 case
(such as compensation of attorneys, financial advisors, and restructuring
consultants) that are allowed in the Chapter 7 case, litigation costs, and
unpaid claims arising from the operations of the debtor during the pendency of
the Chapter 11 case. Thereafter, the administrative costs and expenses incurred
in the Chapter 11 case must be paid from the net proceeds.

         After the payment of administrative expenses, the remaining liquidation
proceeds would be used to pay priority claims, such as tax and wage claims that
are entitled to priority under the Bankruptcy Code. Thereafter the remaining
liquidation proceeds would be made available to pay general unsecured claims.
Finally, to the extent that any proceeds remained after paying all allowed
claims, they would be distributed to equity holders in accordance with their
liquidation priorities.

         Attached hereto as Exhibit "3" is a liquidation analysis prepared by
the Debtors that estimates the probable liquidation value of the Debtors, and
applies the foregoing liquidation methodology to the estimated Claims against
the Estates in a Chapter 7 liquidation in an effort to quantify what each Class
of Creditors and Interest Holders would receive in a Chapter 7 liquidation. Any
liquidation analysis of this nature entails a significant degree of estimation,
approximation, prognostication and projection regarding both probable asset
value and probable Allowed Claim totals. For example, in preparing Exhibit "3,"
the Debtors have necessarily quantified what they believe will be the Allowed
Claims within each Class. Although this quantification was based upon figures
and information in the Debtors' books and records, as of this writing, not all
Claims have been filed, there will be Disputed Claims filed, and judicial
determinations will have to be made in the future regarding the merits of these
Disputed Claims. These and other factors may significantly increase or reduce
the Allowed Claims total within each Class.

         On the valuation side, the Debtors have estimated the liquidation value
of the Debtors' assets utilizing their best estimate of the value of the
Debtors' assets under two distinct methodologies. In the Asset Sale scenario
presented in Exhibit "3," the Debtors' assets are sold through a true asset
sale, with each category of assets, and in some instances individual assets,
being sold, or collected in the case of accounts receivable and cash, with the
proceeds then aggregated for distribution. In the Practice Sale scenario, the
Debtors have assumed that they will have the time and opportunity to sell their
interests in the various practices to competitors, dental practitioners, and in
some instance to the owners of the underlying practices. As Exhibit "3"
indicates, this is the preferable liquidation scenario, because it would yield
the largest return on the business.

         The following is a summary of the projected results of the most
favorable estimated liquidation analysis presented in Exhibit "3":

<TABLE>
<CAPTION>

======================================= ========================== ================ ==================================
Assets                                        Values As of March   Estimated                    High Liquidation
                                                                   Recovery
                                              31, 2003             (High) %                     Value
<S>                                            <C>                  <C>                 <C>
Cash, Restricted Cash & Equivalents             $5,037,000                100%                        $5,037,000
Accounts Receivable (Net)                      $18,337,000                 80%                       $14,669,600
Management Fee Receivable                         $255,000                 80%                          $204,000
Supplies Inventory                              $4,462,000                 60%                        $2,677,200
Pers. Property & Equipment                     $17,251,000                 30%                        $5,175,300
Prepaid Expenses                                $6,218,000                 10%                          $621,800
Intangible Assets (Net)                        $60,905,000                  0%                                 0
Other Assets                                    $3,577,000                  5%                         $178,900
                                                                                                       --------
Total Assets                                                                                         $28,563,800

Costs of Liquidation
Operating and Employee Expenses                                                                     ($1,500,000)
Professional Fees                                                                                   ($1,000,000)
Chapter 7 Fees (3% of gross)                                                                          ($856,900)
                                                                                                      ----------
Total Recovery Costs                                                                                ($3,356,900)

Net Proceeds of Liquidation                                                                          $25,206,900

Projected Distributions to Creditors
Senior Secured Claims (aggregate of
approx. $84.3 million)                                                                               $25,206,900

Class 2 Claimants (Allowed Secured                                                      Return of collateral; no
Capital Lease Claims or Other Allowed                                                  payment of any Deficiency
Secured Claims)                                                                                            Claim
Class 3 Claimants (Allowed Priority
Claims)                                                                  0%                                $0.00
Class 4.1 Claimants (Allowed
Unsecured Claims not Classified in
Class 5 or Class 6 other than Allowed
Unsecured Claim of Amerident)                                            0%                                $0.00
Class 4.2 (Allowed Unsecured Claim of
Amerident)                                                               0%                                $0.00
Class 5 (Senior Subordinated Note
Claims)                                                                  0%                                $0.00
Class 6 (Convertible Subordinated
Note Claims)                                                             0%                                $0.00
Class 7, 8, 9 (Equity Interests)                                         0%                                $0.00
======================================= ========================== ================ ==================================
</TABLE>


         Although liquidation values are typically substantially lower than
going concern values, the Debtors believe that the value differential in this
case would be particularly pronounced for the following reasons. Unlike a
manufacturing concern, or another business that employs a larger concentration
of hard assets or intellectual property in its business model, the Debtors' core
product is the delivery of high quality management services to dental practices.
These services are delivered through a core of highly skilled employees, working
with supportive accounting, financial and management systems. The core value in
the Debtors is the net income stream generated from the delivery of these
services. Unfortunately, the Debtors' ability to deliver this core "product"
evaporates once they cease to be going concerns, and consequently the net income
stream would stop immediately. The Debtors believe that the result would
necessarily be a massive and precipitous collapse in values, since the remaining
assets have little value in comparison with the associated secured debt.

         Although there are inherent difficulties in quantifying with exactitude
the potential recoveries that Creditors would receive in a Chapter 7 liquidation
scenario, the Debtors believe that the comprehensive liquidation analysis
attached hereto as Exhibit "3" provides a fair estimate of the results that
would occur in a Chapter 7 liquidation. As this analysis indicates, all of the
Debtors' assets are currently encumbered by first priority liens in favor of the
holders of Senior Secured Claims, and the Senior Secured Claims total in excess
of $84,300,000. Based upon the foregoing valuation assumptions, and given the
amount of the existing Senior Secured Claims, the Debtors believe that the
Senior Secured Claims, which comprise Class 1 under the Plan, would receive a
liquidating distribution equal to between a low of approximately 22% and a high
of 30% of their claims in a Chapter 7 liquidation. The lessors under capital
leases would receive their equipment in exchange for their Allowed Secured
Capital Lease Claims. The Debtors estimate that all other Creditors would
receive no distribution in a Chapter 7 liquidation.

         In contrast, the Debtors believe that substantially more value will be
available for Creditors under the terms of the Plan. Consider the following
class by class comparative analysis:

A. Class 1.1. Under the Plan, Senior
Secured Claims held by the Bank Lenders, who comprise Class 1.1 under the Plan,
will be paid in full over time. In contrast, this Class of claimants would
receive only 22% to 30% of their Allowed Claims in a Chapter 7 liquidation.

B. Class 1.2. Under the Plan, the Senior Secured Claims held by the Class 1.2
claimants are being converted, by agreement, into equity interests in InterDent.
Since this treatment is consensual, the "best interests" of creditors test is
satisfied.

C. Class 2.1 - 2.17. In a Chapter 7 liquidation,  the holders of Allowed Secured
Capital Lease Claims would, in all likelihood,  have their equipment returned in
full  satisfaction of their Allowed  Secured Claims.  They would not receive any
distribution on the resulting  unsecured  Deficiency Claims. In contrast,  under
the Plan, the holders of Allowed  Secured Capital Lease Claims may receive their
equipment  in  satisfaction  of their  claims as in the  Chapter 7  liquidation.
However, the Plan also provides that in some instances these Claims will be paid
in full over time,  or paid in cash.  Since the Debtors  will be  continuing  as
going concerns under the Plan, at least some of the claimants  within this Class
will receive  payments in cash,  and in all instances  any  resulting  unsecured
Deficiency  Claim would receive a distribution of at least 10% under the Plan if
it were allowed as a Class 4 Claim. In summary,  the claimants within this Class
would receive at least as much under the Plan as they would receive in a Chapter
7 liquidation, and they could well receive more.

D. Class 3. Under a Chapter 7  liquidation,  this Class of  claimants  would not
receive anything. In contrast, under the Plan, they will be paid in full.

E. Class 4.1 and 4.2.  Under a Chapter 7  liquidation,  this Class of  claimants
would receive  nothing.  In contrast,  if Class 4.1 accepts the Plan,  Class 4.1
will  receive a Cash payment of $900,000  (less any costs of resolving  Disputed
4.1 Claims in excess of the $25,000 to be provided by the Debtors therefor),  to
be  distributed,  Pro Rata to the  Holders  of  Allowed  Class  4.1  Claims  (an
estimated  recovery of approximately  16% to 21% on account of Allowed Class 4.1
Claims), or, if Class 4.1 rejects the Plan, Class 4.1 claimants will receive the
distribution  of New Class C Common  Stock  provided  by Section  6.4.1.B of the
Plan. The Holders of the Class 4.2 Claim will receive a distribution of $500,000
Cash in accordance with the provisions of Section 6.4.2 of the Plan.

F. Class 5. The claimants in this Class are consenting to the treatment accorded
their Claims under the Plan. Accordingly, the "best interests" test is satisfied
as to this Class of claimants.

G. Class 6. Under a Chapter 7 liquidation, this Class of claimants would receive
nothing. In contrast under the Plan, this Class will receive the Class 6
Warrants. H. Classes 7, 8 & 9. The Interest Holders within these Classes would
receive nothing in a Chapter 7 liquidation. Similarly, they will receive nothing
under the Plan. Accordingly, the treatment accorded their Interests, being at
least equal to what they would receive in a Chapter 7 proceeding, satisfies the
"best interests" test.

         In summary, the Debtors believe that the Creditors of the Estates
should receive substantially more under the Plan than they would receive in a
Chapter 7 liquidation. Accordingly, the Plan fully satisfies the "best
interests" of creditors test.

         11.11 Feasibility. In order to confirm the Plan, the Bankruptcy Court
must find that confirmation of the Plan is not likely to be followed by the
liquidation or the need for further financial reorganization of the Debtors.
This requirement is imposed by Section 1129(a)(11) of the Bankruptcy Code and is
generally referred to as the "feasibility" requirement. Based upon the cash flow
and pro forma income projections attached hereto as Exhibit "4," and the
financing being made available through the DIP Facility and Exit Facility, the
Debtors believe that they will have sufficient cash on hand as of the Effective
Date to meet their Effective Date cash needs, and will be able to satisfy all
going forward obligations in the Plan. Accordingly, they believe that the Plan
fully satisfies the feasibility requirement.

                                       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
sections 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
or 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.

         12.2 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
deemed permanently enjoined from 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 officers,
employees, directors, shareholders, creditors and their successors, or their
property; (3) creating, perfecting, or enforcing any Lien or encumbrance against
the Debtors, the Reorganized Debtors, their officers, employees, directors,
shareholders, Creditors and 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. 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 or the Co-Sponsors nor any of their
respective Affiliates, 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 and Co-Sponsors (and their respective Affiliates, 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.

         13.4     Release by Debtors and Related Parties.

                  13.4.1 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 the Plan, the Debtors,
their Estates and the Reorganized Debtors, on their own behalf and on behalf of
any of their direct or indirect subsidiary corporations (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, employers, members, agents, and other
representatives.

     13.4.2 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 the 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 Bankruptcy Court shall have entered the Confirmation Order.

     B. The aggregate amount of (a) the unpaid  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:

A.   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;

B.   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;

C.   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;

D.   to enter such orders as may be necessary or appropriate in connection  with
     the recovery of the Debtors' assets wherever located;

E.   to  hear  and  determine  any  and  all   applications   for  allowance  of
     compensation and reimbursement of expenses;

F.   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.

G.   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;

H.   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;

I.   to effectuate  distributions under and performance of the provisions of the
     Plan;

J.   to hear and determine any  applications to modify any provision of the Plan
     to the full extent permitted by the Bankruptcy Code;

K.   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;

L.   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;

M.   to enforce all orders, judgments,  injunctions,  exculpations and releases,
     issued, entered, or granted in connection with the Cases or the Plan;

N.   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;

O.   to determine any other matter not  inconsistent  with the Bankruptcy  Code;
     and

P.   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, but not otherwise, the Debtors or Reorganized Debtors may (A)
apply to the Bankruptcy Court, pursuant to Section 1127 of the Bankruptcy Code,
to modify the Plan; and (B) 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 2 of the Plan), then the Plan
shall be deemed null and void. In such event, nothing contained in the Plan
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 (A) request that the Bankruptcy
Court confirm the Plan in accordance with section 1129(b) of the Bankruptcy
Code, and (B) in accordance with Section 16.1 of the Plan, 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 Bankruptcy Court.

         17.3 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.

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

         17.5 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.

         17.6     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
                  Eric Goldberg
                  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 17.6, which designation will be
effective on receipt.

         17.7 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.

         17.8 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.

         17.9 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.

         17.10 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.

         17.11 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.

         17.12 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.

         17.13 Inconsistencies. In the event that 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 that 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.

         17.14 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.

         17.15 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. Further status reports shall be filed
every 180 days and served on the same entities.

         17.16 Post-Confirmation Conversion/Dismissal. A Creditor or party in
interest may bring a motion to convert or dismiss the Cases under section
1112(b) of the Bankruptcy Code, after the Plan is confirmed, if there is a
default in performing the Plan. The 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 such Reorganized Debtor's Estate, and that has not
been disbursed pursuant to the Plan, will revest in such Reorganized Debtor's
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 the Case.


<PAGE>



         17.17 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 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, P.C.



By: /s/ Robert E. Opera
      -------------------
         Robert E. Opera
        Marc J. Winthrop

Attorneys for InterDent, Inc., and InterDent
Service Corporation, debtors-in-possession

--------

1 The  reduction  in  valuation  of the  Debtors'  assets  from the  12/31/01 to
12/31/02  balance sheets is  attributable  to the Debtors'  adoption of SFAS 142
during 2002,  which requires  companies to stop amortizing  goodwill and certain
intangible  assets with an indefinite  useful life.  Instead,  SFAS 142 requires
that goodwill and intangible  assets deemed to have an indefinite useful life be
reviewed  for  impairment  on an  annual  basis.  The  impairment  test is to be
performed more frequently when an event occurs or circumstances change such that
it is reasonably  possible that an impairment  may exist.  The Debtors intend to
perform their annual impairment review during the fourth quarter of each year.

Under SFAS 142,  goodwill and certain  intangible asset impairment are deemed to
exist if the net book value of a  reporting  unit  exceeds  its  estimated  fair
value. This methodology  differs from the Debtors' previous policy, as permitted
under accounting  standards  existing at that time, of using  undiscounted  cash
flows to determine if goodwill and certain  intangible  assets are  recoverable.
Upon adoption of SFAS 142 in the first quarter of 2002,  the Debtors  recorded a
non-cash  charge of $89 million to reduce the carrying value of its goodwill and
certain  intangible  assets associated with Dental Practice  acquisitions.  Such
impairment  is  reflected  as a  cumulative  effect  of a change  in  accounting
principle in the Debtors' Consolidated Statements of Operations.  In calculating
the  impairment  charge,  the fair  value of the  impaired  reporting  units was
estimated  using  recent  industry  transactions,   industry  valuations,  or  a
combination thereof.

2 The reduction in redeemable preferred stock from 12/31/01 to 12/31/02 reflects
a conversion of preferred stock to common stock during that time period.

3 For the three months ended March 31, 2003,  the  InterDent  Group had Adjusted
EBITDA (earnings  before interest,  taxes,  depreciation and  amortization,  and
adjusted for certain non-recurring items) of $5.5 million.

4 The LL Entities have exercised their right to appoint a member to the Board on
several occasions. Most recently, Steven Hartman, currently a Vice President of
an LL Entity, was appointed a director of InterDent on October 8, 2002. Mr.
Hartman resigned his position on the Board on May 21, 2003.

5 GDMI has been merged into ISC.

6 After adding back depreciation and amortization and adjusting for
unusual/nonrecurring items such as restructuring costs and extraordinary
professional fees, the Debtors' 2002 adjusted EBITDA (Earnings before
Depreciation and Amortization) was approximately $25.0 million.

7 All material facts regarding each acquisition of a Dental Practice were
presented to the Debtors' Board of Directors for approval, and each transaction
was in fact approved by the Board. Any suggestion by JPMP that the approval
process was flawed or driven by something other than legitimate market
considerations would seem improvident in light of the fact that a director
appointed by JPMP, along with a second director appointed by another holder of
Convertible Subordinated Notes, Sprout Capital, and its affiliated entities, not
only sat on the Debtors' Board during a substantial part of the 4-year reach
back period applicable under state law, but approved each acquisition. JPMP's
view on this subject matter, therefore, is inconsistent with JPMP's prior
positions on these very acquisitions.