COMPDENT CORPORATION

              NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN


     The purpose of this Non-Employee Directors' Stock Option Plan
(the "Plan") is to promote the interests of CompDent Corporation
(the "Company") by providing an incentive to obtain and retain
the services of highly qualified persons who are not employees of
the Company to serve as members of the Board of Directors of the
Company through the granting of options, as herein provided, to
acquire shares of its Common Stock, $.01 par value (the "Common
Stock").  The effective date of the Plan shall be February 1,
1996 (the "Effective Date").  Options granted under the Plan are
not intended to qualify and shall not be treated as "incentive
stock options" under Internal Revenue Code Section 422.

1.   Shares of Stock Subject to the Plan

     The stock that may be issued and sold pursuant to options granted
under the Plan shall not exceed, in the aggregate, 100,000 shares
of the Common Stock of the Company, which may be (i) authorized
but unissued shares, (ii) treasury shares or (iii) shares
previously reserved for issuance upon the exercise of options
under the Plan, which options have expired or been terminated;
provided, however, that the number of shares subject to the Plan
shall be subject to adjustment as provided in Section 6.

2.   Eligibility

     Options will be granted only to persons who are Directors of the
Company on the date of grant of options hereunder and who are not
also employees of the Company or any subsidiary of the Company
("non-employee Directors").

3.   Grant of Options - Purchase Price

     a.   Grant of Options.  Each non-employee Director shall
automatically be granted an option to purchase 20,000 shares of
Common Stock on the date such non-employee Director is initially
elected or appointed to the Board of Directors of the Company.
In addition, the Board, in its sole discretion, may make
additional option grants to non-employee Directors.  Subject to
Section 4(a), the exercisability of the options granted under the
Plan shall be determined in the sole discretion of the Board.

     b.   Purchase Price.  The purchase price of shares which may
be purchased under each option shall be equal to the Fair Market
Value of the Common Stock on the date the option is granted.
Fair Market Value shall mean the last reported sale price of the
Common Stock on the Nasdaq Stock Market on any given day, or if
no sales of Common Stock were made on that day, the last reported
sale price of the Common Stock on the next preceding day on which
sales were made.

     c.   Limitations.  All grants of options hereunder shall be
subject to the availability of shares hereunder, and no option
shall be granted under this Plan except as provided in this
Section 3.

4.   Period of Option and Certain Limitations on Right to Exercise

     a.   Period.  Each option shall become exercisable as
provided in Section 3 hereof, but in no event shall any such
option be exercisable after the earlier of (a) the date ten years
after the date such option is granted or (b) with respect to
unvested options, the date on which the Director to whom such
option was granted ceases for any reason to serve as a Director
of the Company and with respect to vested options, the date three
months after the date on which the Director ceases for any reason
to serve as a Director of the Company; provided, however, that in
the event of termination as a result of disability or death, the
Director or the Director's personal representative may exercise
any outstanding options not theretofore exercised, to the extent
exercisable on the date of such disability or death, during the
six month period following such disability or death.

     b.   Exercise.  The delivery of certificates representing
shares under any option will be contingent upon receipt by the
Company from the optionee (or a purchaser acting in the
optionee's stead in accordance with the provisions of the option)
of the full purchase price for such shares by one or more of the
methods specified below and the fulfillment of any other
requirements provided in the option or under applicable
provisions of law; and until such receipt of the purchase price
and fulfillment of such other requirements no optionee or person
entitled to exercise the option shall be, or shall be deemed to
be, a holder of any shares subject to the option for any purpose.

     Options may be exercised in whole or in part, by giving written
notice of exercise to the Company, specifying the number of
shares to be purchased.  Payment of the purchase price may be
made by one or more of the following methods:

          (A)  In cash, by certified or bank check or other instrument
     acceptable to the Board of Directors or its authorized committee;

          (B)  In the form of shares of Common Stock that are not then
     subject to restrictions under any Company plan, if such shares
     have been held for at least six months prior to the exercise date
     and permitted by the Board or its authorized committee, in its
     discretion.  Such surrendered shares shall be valued at Fair
     Market Value on the exercise date; or

          (C)  By the optionee delivering to the Company a properly
     executed exercise notice together with irrevocable instructions
     to a broker to promptly deliver to the Company cash or a check
     payable and acceptable to the Company to pay the purchase price,
     provided that in the event the optionee chooses to pay the
     purchase price as so provided, the optionee and the broker shall
     comply with such procedures and enter into such agreements of
     indemnity and other agreements as the Company shall prescribe as
     a condition of such payment procedure.  Payment instruments will
     be received subject to collection.

5.   Transferability of Option

     Each option granted under the Plan shall provide that may be
transferred, without consideration for such transfer, to members
of the optionee's immediate family, to trusts for the benefit of
such family members, to partnerships in which such family members
are the only partners, or to charitable organizations, provided
that the transferee agrees in writing with the Company to be
bound by all of the terms and conditions of the Plan and the
applicable option agreement; but that otherwise the option  is
personal to the optionee, is not transferable by the optionee in
any manner otherwise than by will or the laws of descent and
distribution and is exercisable, during the optionee's lifetime,
only by the optionee.  However, the rights and obligations of the
Company under the Plan and any option may be assigned by the
Company to a successor to the whole or any substantial part of
its business provided that such successor assumes in writing all
of such rights and obligations.

6.   Dilution or Other Adjustment

     The terms of the options and the number of shares subject to this
Plan shall be equitably adjusted in such manner as to prevent
dilution or enlargement of option rights in the following
instances:

     a.   The declaration of a dividend payable to the holders of
Common Stock in stock of the same class;

     b.    A split-up of the Common Stock or a reverse split
thereof; or

     c.    A recapitalization of the Company under which shares
of one or more different classes of stock are distributed in
exchange for or upon the Common Stock without payment of any
valuable consideration by the holders thereof.

     The terms of any such adjustment shall be conclusively determined
by the Board.  No fractional shares of Common Stock shall be
issued under the Plan resulting from any such adjustment.

7.   Effect of Certain Transactions

     In the case of (a) the dissolution or liquidation of the Company,
(b) a merger, reorganization or consolidation in which the
Company is acquired by another person or in which the Company is
not the surviving corporation, or (c) the sale of all or
substantially all of the assets of the Company to another
corporation, the Plan and options issued thereunder shall
terminate on the effective date of such dissolution, liquidation,
merger, reorganization, consolidation or sale, unless provision
is made in such transaction for the assumption of options
theretofore granted under the Plan or the substitution for such
options of a new stock option of the successor corporation or a
parent or subsidiary thereof, with appropriate adjustment as to
the number and kind of shares and the per share exercise price,
as provided in Section 6 of the Plan.  In the event of any
transaction which will trigger such termination, the Company
shall give written notice thereof to the Optionee at least twenty
days prior to the effective date of such transaction or the
record date on which shareholders of the Company entitled to
participate in such transaction shall be determined, whichever
comes first.  In the event of such termination, any unexercised
portion of outstanding options, whether or not vested and
exercisable at that time, shall be exercisable not later than the
date of such termination; provided, however, that in no event
shall options be exercisable after the applicable expiration date
for an option.

8.   Administration and Amendment of the Plan

     The Plan shall be administered by the Board or an authorized
committee thereof (in which case all reference to the Board shall
refer to such committee while such committee administers this
Plan), which shall make any determination under or interpretation
of any provision of the Plan and any option.  Any of the
foregoing actions taken by the Board shall be final and
conclusive.  The Board may amend and make such changes in and
additions to the Plan (and, with the consent of the applicable
optionee, any outstanding option) as it may deem proper and in
the bests interests of the Company; provided, however, that no
such action shall adversely affect or impair any options
theretofore granted under the Plan without the consent of the
applicable optionee.

9.   Effective Date of Plan

     The Plan shall become effective upon approval of the holders of a
majority of the shares of Common Stock of the Company present or
represented and entitled to vote at a meeting of stockholders.
Subject to such approval by the stockholders and to the
requirement that no Common Stock may be issued hereunder prior to
such approval, options may be granted hereunder on and after the
Effective Date.

10.  Expiration and Termination of the Plan

     Options shall be granted under the Plan as provided herein during
the ten years from the date the Plan is adopted by the Board, as
long as the total number of shares purchased under the Plan and
subject to outstanding options under the Plan does not exceed
100,000 shares of the Common Stock of the Company, subject to
adjustment as provided in Section 6.  The Plan may be abandoned
or terminated at any time by the Board, except with respect to
any options then outstanding under the Plan.
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