SECOND AMENDMENT TO REGISTRATION RIGHTS AGREEMENT

THIS SECOND AMENDMENT TO REGISTRATION RIGHTS AGREEMENT (the "Amendment"), dated as of April 13, 2001, is
made and entered into among INTERDENT, INC. ("theCompany"), the Requisite Holders and Union Bank of California, N.A., The Chase Manhattan Bank,
Bank of America, N.A., Citizens Bank of Massachusetts, First National Bank, Fleet Capital Corporation, Sovereign Bank and U.S. Bank National Association (collectively, the "Additional Holders").

WHEREAS,
the Company has entered into a Registration Rights Agreement dated as of March 11, 1999 (the "Registration Rights
Agreement"), pursuant to which the Holders received registration rights with respect to certain securities of the Company owned by the Holders; and

WHEREAS,
the Additional Holders desire to become parties to the Registration Rights Agreement, as amended hereby.

NOW,
THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1.  Capitalized
terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Registration Rights Agreement.

2.  Pursuant
to Section 19 thereof, the Registration Rights Agreement is hereby amended as follows:



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3.  All
other provisions of the Registration Rights Agreement shall remain in full force and effect.

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IN WITNESS WHEREOF, the parties have executed and delivered this Second Amendment to Registration Rights Agreement as of the day and year first above written.

|                    |  | INTERDENT INC.                
|------------------- |  | ------------------------------
|                    |  |                               
|                    |  | By:                           
|ADDITIONAL HOLDERS: |  |                               
|                    |  | UNION BANK OF CALIFORNIA, N.A.
|                    |  |                               
|                    |  | By:                           
|                    |  | Name:                         
|                    |  | Title:                        
|                    |  | THE CHASE MANHATTAN BANK      
|                    |  |                               
|                    |  | By:                           
|                    |  | Name:                         
|                    |  | Title:                        
|                    |  | BANK OF AMERICA, N.A.         
|                    |  |                               
|                    |  | By:                           
|                    |  | Name:                         
|                    |  | Title:                        
|                    |  | CITIZENS FINANCIAL GROUP, INC.
|                    |  |                               
|                    |  | By:                           
|                    |  | Name:                         
|                    |  | Title:                        
|                    |  | FIRST NATIONAL BANK           
|                    |  |                               
|                    |  | By:                           
|                    |  | Name:                         
|                    |  | Title:                        
|                    |  | FLEET CAPITAL CORPORATION     
|                    |  |                               
|                    |  | By:                           
|                    |  | Name:                         
|                    |  | Title:                        
|                    |  | SOVEREIGN BANK                
|                    |  |                               
|                    |  | By:                           
|                    |  | Name:                         
|                    |  | Title:                        

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|                       |  | U.S. BANK NATIONAL ASSOCIATION     
|---------------------- |  | -----------------------------------
|                       |  |                                    
|                       |  | By:                                
|                       |  | Name:                              
|                       |  | Title:                             
|REQUISITE HOLDERS:     |  |                                    
|                       |  | J.P MORGAN PARTNERS (23A SBIC), LLC
|                       |  | By:                                
|                       |  |                                    
|                       |  | By:                                
|                       |  | Name:                              
|                       |  | Title:                             
|                       |  | SPROUT CAPITAL VII, L.P.           
|                       |  | By:                                
|                       |  |                                    
|                       |  | By:                                
|SPROUT GROWTH II, L.P. |  |                                    
|                       |  | By:                                
|                       |  |                                    
|                       |  | By:                                
|                       |  | THE SPROUT CEO FUND, L.P.          
|                       |  | By:                                
|                       |  |                                    
|                       |  | By:                                
|                       |  | DLJ CAPITAL CORP.                  
|                       |  |                                    
|                       |  | By:                                
|                       |  | DLJ FIRST ESC L.L.C.               
|                       |  |                                    
|                       |  | By:                                

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| |  | LEVINE LEICHTMAN CAPITAL PARTNERS II, L.P.      
| |  | ------------------------------------------------
| |  | By:                                             
| |  |                                                 
| |  | By:                                             
| |  | Name:                                           
| |  | Title:                                          
| |  | SRM '93 Children's Trust                        
| |  |                                                 
| |  | By:                                             
| |  | Name:                                           
| |  | Title:                                          
| |  |                                                 
| |  | /s/ MICHAEL T. FIOREMichael T. Fiore            
| |  |                                                 
| |  | /s/ DR. STEVEN R. MATZKINDr. Steven R. Matzkin  
| |  |                                                 
| |  | /s/ L. THEODORE VAN EERDENL. Theodore Van Eerden
| |  |                                                 
| |  | /s/ NORMAN R. HUFFAKERNorman R. Huffaker        
| |  |                                                 
| |  | /s/ RANDY HENRYRandy Henry                      
| |  |                                                 
| |  | /s/ GRANT M. SADLERGrant M. Sadler              
| |  |                                                 
| |  | /s/ DAVID P. NICHOLSDavid P. Nichols            
| |  |                                                 
| |  | /s/ MITCHELL B. OLANMitchell B. Olan            
| |  |                                                 
| |  | /s/ ROBERT FINZIRobert Finzi                    
| |  |                                                 
| |  | /s/ ERIC GREENEric Green                        
| |  |                                                 
| |  | /s/ PAUL H. KECKLEYPaul H. Keckley              
| |  |                                                 
| |  | /s/ H. WAYNE POSEYH. Wayne Posey                
| |  |                                                 
| |  | /s/ ROBERT F. RAUCCIRobert F. Raucci            
| |  |                                                 
| |  | /s/ CURTIS LEE SMITH, JR.Curtis Lee Smith, Jr.  

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