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                                 INTERDENT, INC.
                 DENTAL PROFESSIONAL STOCK PURCHASE PLAN OF 1999


          1. PURPOSE. InterDent, Inc., a Delaware corporation (the "COMPANY"),
hereby adopts the InterDent, Inc. Dental Professional Stock Purchase Plan of
1999 (the "PLAN"). The purpose of the Plan is to provide an opportunity for the
dentists and other professionals employed by corporations, partnerships, sole
proprietorships and other business organizations (collectively, the "AFFILIATED
DENTAL PRACTICES") which have entered into agreements with the Company or one
its subsidiaries to purchase shares of common stock, $.001 par value per share
(the "COMMON STOCK"), of the Company at fair market value or at a discount, as
described below, through voluntary automatic payroll deductions, thereby
attracting, retaining and rewarding such persons and strengthening the mutuality
of interest between such persons and the Company's stockholders.

          2. SHARES SUBJECT TO PLAN. An aggregate of Five Hundred Thousand
(500,000) shares of Common Stock (the "SHARES") may be sold pursuant to the
Plan. Such Shares may be authorized but unissued Common Stock, treasury shares
or Common Stock purchased in the open market. If there is any change in the
outstanding shares of Common Stock by reason of a stock dividend or
distribution, stock split-up, recapitalization, combination or exchange of
shares, or by reason of any merger, consolidation or other corporate
reorganization in which the Company is the surviving corporation, the number of
Shares available for sale shall be equitably adjusted by the Committee appointed
to administer the Plan to give proper effect to such change.

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

          4. ELIGIBILITY. All regular dental professionals, including, without
limitation, dentists, specialists and dental hygenists, of an Affiliated Dental
Practice, shall be eligible to participate in the Plan, except, in the
discretion of the Committee:

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


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

          (c) a dental professional who has not been employed for at least 60
     days as of any Enrollment Date (as defined in paragraph 5); and

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

For the purposes of this Plan, the term "PARTICIPANT" means any individual in an
employee-employer relationship with an Affiliated Dental Practice, including (a)
any independent contractor; (b) any consultant, (c) any individual performing
services for an Affiliated Dental Practice who has entered into an independent
contractor or consultant agreement with such Affiliated Dental Practice; (d) any
individual performing services for an Affiliated Dental Practice under an
independent contractor or consultant agreement, a purchase order, a supplier
agreement or any other agreement that the Affiliated Dental Practice enters into
for services; and (e) any "leased employee" as defined in Section 414(n) of the
Internal Revenue Code.

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


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          6. PAYROLL DEDUCTION ACCOUNTS. The Company shall establish a "PAYROLL
DEDUCTION ACCOUNT" for each Participant, and shall credit all payroll deductions
made on behalf of each Participant pursuant to paragraph 5 to his or her Payroll
Deduction Account. No interest shall be credited to any Payroll Deduction
Account.

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

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

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

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


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

          9. PURCHASE OF SHARES.

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

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

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

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

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


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Shares purchased under the Plan until expiration of the first anniversary of the
Share Purchase Date related to such Shares.

          12. CERTIFICATES. Certificates for Shares purchased under the Plan
will not be issued automatically. However, upon a Participant's written request
certificates for whole Shares purchased shall be issued at any time after the
one year anniversary of the purchase date of the Shares represented by such
certificates. The Company may make a reasonable charge for the issuance of such
certificates.

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

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

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

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

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


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

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


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