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                                                                    EXHIBIT 10.5


                              EMPLOYMENT AGREEMENT

     THIS EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into as of
the 25th day of June, 1998, by and between COMPDENT CORPORATION, a Delaware
corporation (the "Company") and KEITH J. YODER (the "Employee").

                     I. STATEMENT OF BACKGROUND INFORMATION

     The Employee has been an officer and a key employee of the Company and the
parties desire to ensure that the Employee's expertise, knowledge and experience
will continue to be available to the Company in providing full-service dental
benefits and offering network-based dental care, reduced fee-for-service, third
party administration and dental practice management (the "Business").

                           II. STATEMENT OF AGREEMENT

     In consideration of the mutual covenants, promises and conditions set forth
in this Agreement, and for other good and valuable consideration, the parties
hereto hereby agree as follows:

1.   Employment. The Company hereby employs Employee in the position of Chief
     Financial Officer of the Company and/or such other position(s) as
     determined by the Board of Directors or its designees and consistent with
     the Employee's general area of experience, knowledge and skill, and
     Employee hereby accepts such employment upon the terms and conditions set
     forth in this Agreement. For purposes of Sections 6, 7 and 8 of this
     Agreement, "employment" shall mean any period of time during the term
     hereof which the Company is paying the Employee salary or wages. By
     execution of this Agreement, the parties hereby: (a) terminate, as of the
     date hereof, that certain Employment Agreement between the Company and
     Employee dated January 12, 1998 (the "Prior Employment Agreement") and (b)
     acknowledge and agree that no provisions of the Prior Employment Agreement
     shall survive the execution and delivery of this Agreement.

2.   Duties of Employee. Employee agrees to perform and discharge the duties
     which may be assigned to Employee from time to time by the Company's Board
     of Directors or its designees and consistent with the Employee's general
     area of experience, knowledge and skill. Employee also agrees to materially
     comply with all of the Company's material policies, standards and
     regulations and to follow the reasonable instructions and directives of
     Employee's superiors within the Company, as promulgated by the Board of
     Directors or its designees. Employee will devote his full professional and
     business related time, skills and commercially reasonable efforts to the
     Business and 

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     Employee will not, during the term of this Agreement, be engaged (whether
     or not during normal business hours) in any other business or professional
     activity (excluding reasonable and appropriate charitable activities),
     whether or not such activity is pursued for gain, profit or other pecuniary
     advantage without the prior written consent of the Chief Executive Officer
     of the Company, which consent will not be unreasonably withheld.

3.   Term. The term of this Agreement will be for a period commencing on the
     date hereof and expiring on the later of the fifth anniversary of such date
     or, if there is a Change in Control (as defined herein) before such fifth
     anniversary date, the date which is 25 months following any Change in
     Control, subject to earlier termination as provided for in Section 4 below.

4.   Termination.

          (a)  By the Company. Notwithstanding anything contained in Section 3
     to the contrary, the Company may terminate this Agreement and all of its
     obligations hereunder immediately if any of the following events (any of
     which shall constitute "cause" for purposes of this Agreement) occur:

          (i)  Employee (A) materially breaches any of the terms or conditions
     set forth in Sections 6, 7 or 8 of this Agreement including, without
     limitation, the failure to use commercially reasonable efforts in the
     performance of duties assigned to the Employee on a full time basis, or (B)
     materially breaches any of the other terms and conditions set forth in this
     Agreement and fails to cure such breach within twenty days after Employee's
     receipt from the Company of written notice of such breach, which notice
     shall describe in reasonable detail the basis for the Company's belief that
     Employee is in breach hereof;

          (ii)  Employee commits any act in bad faith materially detrimental to
     the business or reputation of the Company;

          (iii) Employee is convicted of any crime involving fraud, deceit or
     moral turpitude or Employee intentionally engages in dishonest or illegal
     activities that have a material adverse effect upon the business or
     reputation of the Company; or

          (iv)  Employee dies or becomes mentally or physically incapacitated or
     disabled so as to be unable to perform Employee's duties under this
     Agreement. For purposes of this Agreement, Employee shall be deemed to be
     mentally or physically incapacitated or disabled so as to be unable to
     perform his duties if and to the extent he becomes permanently disabled
     under the Company's long-term disability policy then in effect.


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     The Company may also terminate the Employee's employment, upon reasonable
     written notice to the Employee, at any time subject to the fulfillment of
     the Company's obligations under this Agreement and such termination by the
     Company for any other reason shall be deemed termination "without cause."

          (b)  By Employee. The Employee may terminate this Agreement:

          (i)  if the Company materially breaches any of the terms or conditions
     set forth in this Agreement and fails to cure its breach within twenty days
     after its receipt from Employee of written notice of such breach, which
     notice describes in reasonable detail Employee's belief that the Company is
     in breach hereof; or

          (ii) for "good reason" (as herein defined) at any time during the
     two-year period following a Change in Control upon written notice to the
     Company.

     The Employee may also resign and terminate his employment on reasonable
     written notice at any time and such termination by Employee for any other
     reason (other than as provided in Sections 4(b)(i) or (ii)) and in such
     event, the Employee shall receive no severance benefits under this
     Agreement as a result of such termination.

          (c) Certain definitions.

          (i) For purposes of this Agreement, "good reason" shall mean the
     following:

              (A)  any material diminution of the Employee's duties or a
                   reassignment of the Employee to a position not consistent
                   with the Employee's general area of knowledge, experience
                   and skills, or the assignment of substantial additional
                   responsibilities to the Employee;

              (B)  any material diminution of the Employee's compensation or a
                   material diminution of the Employee's bonus, long-term
                   incentives, employee benefits or perquisites as in effect
                   immediately preceding the Change in Control;

              (C)  any relocation of Employee's principal place of employment
                   to more than 35 miles from the principal place of employment
                   immediately preceding the Change in Control;

              (D)  any material increase in Employee's travel obligations;

              (E)  any failure of any successors to the Company to assume this
                   agreement; or

              (F)  any breach of this Agreement by the Company not cured within
                   ten 



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                    days after its receipt of notice from Employee of such
                    breach (in the event of such a breach and a termination of
                    this Agreement by Employee following a Change in Control,
                    such termination shall be deemed to have occurred under this
                    Section 4(c)(i)(F) and not under Section 4(b)(i) of this
                    Agreement).

          (ii) For purposes of this Agreement, "Change in Control" shall mean
     any of the following events:

               (A)  the direct or indirect beneficial ownership (within the
                    meaning of Section 13(d) of the Securities Exchange Act of
                    1934, as amended (the "Exchange Act") and Regulation 13D
                    thereof) of a majority of the outstanding common stock of
                    the Company is acquired or becomes held by any person or
                    group of persons (within the meaning of Section 13(d)(3) of
                    the Exchange Act);

               (B)  a change of stock ownership of the Company of a nature that
                    would be required to be reported in response to Item 6(e) of
                    Schedule 14A promulgated under the Exchange Act, and any
                    successor Item of a similar nature;

               (C)  the acquisition of beneficial ownership, directly or
                    indirectly, by any person (as such term is used in Sections
                    13(d) and 14(d) of the Exchange Act) of securities of the
                    Company representing 25 percent or more of the voting power
                    of the then outstanding securities of the Company;

               (D)  the stockholders of the Company shall approve (provided,
                    however, if the transaction approved by the stockholders is
                    subsequently terminated, and the Employee is still employed
                    by the Company at the termination of the transaction, then
                    no "Change in Control" shall be deemed to have taken place):
                    (1) any consolidation, merger, share exchange or other
                    extraordinary transaction related to the Company where the
                    stockholders of the Company, immediately prior to the
                    consolidation, merger, share exchange or other extraordinary
                    transaction, would not, immediately after the consolidation,
                    merger, share exchange or other extraordinary transaction,
                    beneficially own (as such term is defined in Rule 13d-3
                    under the Exchange Act), directly or indirectly, shares
                    representing in the aggregate 50 percent of the voting
                    securities of the corporation issuing cash or securities in
                    the consolidation, merger, share exchange or other
                    extraordinary transaction (or of its ultimate parent
                    corporation, if any), (2) any lease, exchange, mortgage or
                    other transfer (in one transaction or 



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                    series of transactions contemplated or arranged by any party
                    as a single plan) of all or substantially all of the assets
                    of the Company and its subsidiaries (taken as a whole), or
                    (3) any plan or proposal for the liquidation or dissolution
                    of the Company; or

               (E)  the following individuals cease for any reason to constitute
                    a majority of the number of directors then serving:
                    individuals who, on the date hereof, constitute the Board of
                    Directors and any new director (other than a director whose
                    initial assumption of office is in connection with an actual
                    or threatened election contest, including but not limited to
                    a consent solicitation, relating to the election of
                    directors of the Company) whose appointment or election by
                    the Board of Directors or nomination for election by the
                    Company's stockholders was approved or recommended by a vote
                    of at least two-thirds of the directors then still in office
                    who either were directors on the date hereof or whose
                    appointment, election or nomination for election was
                    previously so approved or recommended.

              (iii) For purposes of this Agreement, "termination of
         employment," "termination of Employee" and "termination of this
         Agreement" shall have the same meaning unless otherwise agreed to in
         writing by the parties hereto.

                (d) Severance Payments.

                (i) In the event of termination of the Employee by the Company
         without cause or termination by Employee pursuant to Section 4(b)(i)
         hereof, the Company shall: (A) pay to Employee an amount equal to two
         times the Employee's annual salary in effect at the time of the
         termination (not giving effect to any salary reduction giving rise to
         such termination) and (B) either continue the Employee's health
         (medical and dental) insurance as provided in Section 5(c) for two
         years following the date of such termination to the extent permitted
         under applicable law and the Company's group health insurance policies
         or reimburse the Employee for his cost for comparable coverage to the
         extent such coverage cannot be provided under such policies. Such
         severance pay shall be payable in equal monthly installments over the
         two-year period beginning on the date of termination of this Agreement
         and shall be subject to tax withholding to the extent required under
         applicable law. Notwithstanding anything herein to the contrary, the
         Company shall not be required to continue to provide Employee with
         health benefits under this paragraph if Employee becomes entitled to
         receive benefits substantially similar to those which Employee
         otherwise would have been entitled to receive hereunder. This severance
         pay and continuation of health benefits contemplated by this paragraph
         are agreed by the parties hereto to be in full satisfaction and
         compromise of any claim arising out of any termination of Employee's
         employment without cause or pursuant to Section 4(b)(i).

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                (ii) Notwithstanding anything herein to the contrary, in the
         event of termination of the Employee by the Company without cause
         within the two-year period following a Change in Control or termination
         by Employee under Section 4(b)(i) or (ii) of this Agreement, then in
         lieu of the severance pay and benefit continuation provided in Section
         4(d)(i) above, the Company shall: (A) pay to Employee an amount equal
         to two and one-half times the Employee's annual salary in effect at the
         time of the termination (not giving effect to any salary reduction
         giving rise to such termination) plus two and one-half times the
         greater of (1) the average bonus received by the Employee for the three
         fiscal years preceding such termination (or such shorter time if the
         Employee has been employed by the Company for less than three years) or
         (2) the bonus earned by Employee for the most recently ended fiscal
         year, (B) either continue the Employee's health (medical and dental)
         insurance as provided in Section 5(c) for two and one-half years
         following the date of such termination to the extent permitted under
         applicable law and the Company's group health insurance policies or
         reimburse the Employee for his cost for comparable coverage to the
         extent such coverage cannot be provided under such policies and (C) pay
         to Employee the prorated portion of the greater of (1) the average
         bonus received by the Employee for the three fiscal years preceding
         such termination (or such shorter time if Employee has been employed by
         the Company for less than three years) or (2) the bonus earned by
         Employee for the most recently ended fiscal year. Such severance pay
         shall be payable in equal monthly installments over the two and
         one-half year period beginning on the date of termination of this
         Agreement and shall be subject to tax withholding to the extent
         required under applicable law. Notwithstanding anything herein to the
         contrary, the Company shall not be required to continue to provide
         Employee with health benefits under this paragraph if Employee becomes
         entitled to receive benefits substantially similar to those which
         Employee otherwise would have been entitled to receive hereunder.
         Notwithstanding anything herein to the contrary, the Company shall not
         be required to pay any amount (the "Excess Amount") that, upon advice
         of the Company's independent tax advisor or counsel, would be in excess
         of 2.99 times Employee's Base Amount, as defined in Section 280G(b)(3)
         of the Internal Revenue Code of 1986, as amended (the "Code"), and,
         therefore, would trigger the tax (the "Excise Tax") imposed by Section
         4999 of the Code, unless Employee agrees to be bound by the
         noncompetition provisions of Section 7 hereof for one additional year
         following the termination. Payment of the Excess Amount shall be
         consideration for the Employee agreeing to be bound by such
         noncompetition provision for such additional year. Election by the
         Employee to receive the Excess Amount and to be bound by the
         noncompetition provision shall be given in writing to the Company not
         later than five days after the date on which the Company notifies
         Employee in writing that an Excess Amount may be payable absent such
         agreement, and, upon receipt of such notice, the Company shall be
         obligated to pay the Excess Amount to Employee.

                (e) Gross-Up. If Employee's employment is terminated after
         December 31, 2000 and if any payment or other benefit (a "Termination
         Payment") received or to be received by Employee in connection with a
         Change in Control event (whether or not this Agreement is terminated)
         or Employee's termination of employment (whether pursuant to 

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     the terms of this Agreement or any other plan, arrangement or agreement
     with the Company, with any person whose actions result in a Change in
     Control event or with any person affiliated with the Company or such
     person) is or will be subject to the Excise Tax, the Company shall pay to
     Employee a Gross-Up Payment (as herein defined) to the extent provided by
     the second paragraph of this Section 4(e), provided Employee agrees to be
     bound by the noncompetition provisions imposed by Section 7 as extended by
     Section 4(d)(ii).

          A Gross-Up Payment shall be payable pursuant to this Section 4(e) on
     and subject to the following terms and conditions:

          (i) At the time the applicable Termination Payment is made, an
     additional amount (the "Gross-Up Payment") shall be paid by the Company
     such that the net amount retained by Employee, after deduction of any
     Excise Tax on such Termination Payment and any federal, state and local
     income tax, employment tax and Excise Tax on the Gross-Up Payment, shall be
     equal to the amount or value of such Termination Payment. For purposes of
     determining whether any such Termination Payment will be subject to the
     Excise Tax, all Termination Payments shall be treated as "parachute
     payments" within the meaning of Section 280G(b)(2) of the Code, and all
     "excess parachute payments" within the meaning of Section 280G(b)(1) of the
     Code shall be treated as being subject to the Excise Tax, unless in the
     opinion of tax counsel reasonably acceptable to Employee and selected by
     the accounting firm which, immediately prior to the Change in Control
     event, was the Company's independent auditors, such payments (in whole or
     in part) do not constitute "parachute payments" within the meaning of
     Section 280G of the Code or represent reasonable compensation for services
     actually rendered in excess of the "base amount" allocable to such
     reasonable compensation. The full amount of the Gross-Up Payment shall be
     treated as being subject to the Excise Tax. The value of any non-cash
     benefits or any deferred payment or benefit shall be determined in
     accordance with the principles of Sections 280G(d)(3) and (4) of the Code.



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          (ii) For purposes of determining the amount of any Gross-Up Payment,
     Employee shall be deemed to pay federal income taxes at the highest
     marginal rate of federal income taxation in the calendar year in which the
     applicable Termination Payment or Gross-Up Payment is made, and shall be
     deemed to pay state and local income taxes at the highest marginal rates of
     taxation in the state and locality of his residence on the date the
     applicable Termination Payment or Gross-Up Payment is made, net of the
     maximum reduction in federal income taxes that could be obtained from
     deduction of such state and local taxes.

          (iii) If the Excise Tax or income tax payable with respect to a
     Gross-Up Payment as finally determined exceeds the amount taken into
     account or paid to Employee at the time the applicable Termination Payment
     or Gross-Up Payment is made (including by reason of any payment the
     existence or amount of which cannot be determined at the time of the
     applicable Gross-Up Payment), the Company shall make an additional Gross-Up
     Payment in respect of such excess (plus any interest payable by Employee
     with respect to such excess) at the time that the amount of such excess is
     finally determined.

          (f) Security Obligation. The Company shall establish and fund, not
     later than 30 days prior to the consummation of a Change in Control, a
     grantor trust in an amount sufficient to satisfy the Company's obligations
     under Sections 4(d) and (e). If the Company fails to fund such trust within
     such thirty day period, the entire amount of the Company's severance
     obligations to the Employee will accelerate and become immediately due and
     payable.

          (g) Outplacement Services. If, pursuant to or within 24 months
     following a Change in Control, Employee terminates this Agreement pursuant
     to Sections 4(b)(i) or 4(b)(ii) or the Company terminates this Agreement
     without cause, the Company shall provide Employee with the services of an
     outplacement firm for a period of one year from the date of such
     termination.

5.   Compensation and Benefits.

          (a) Annual Salary. For all services rendered by Employee under this
     Agreement, the Company will pay Employee a base salary of at least two
     hundred thousand dollars ($200,000) per annum in equal monthly
     installments, or a greater amount as determined by the Board of Directors
     of the Company.

          (b) Annual Bonus Payment. Upon completion of each fiscal year and as
     determined by the Board of Directors of the Company, Employee shall be
     eligible to receive a bonus ("Bonus") in accordance with any bonus plan
     then in effect for executives of the Company of equivalent position and
     title, provided Employee is employed by the Company at the end of such
     fiscal year. Notwithstanding anything herein to the contrary, Employee's
     bonus for any fiscal year ending after a Change in Control shall not be
     less than 30% of his base salary then in effect.

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          (c) Other Benefits. Employee will be entitled to such fringe benefits
     as may be provided from time-to-time by the Company to its employees,
     including, but not limited to, group health insurance, disability, dental,
     retirement and any other fringe benefits now or hereafter provided by the
     Company to its employees, if and when Employee meets the eligibility
     requirements for any such benefit. The Company reserves the right to change
     or discontinue any employee benefit plans or programs now being offered to
     its employees; provided, however, that all benefits provided for employees
     of the same position and status as Employee will be provided to Employee on
     an equal basis and the aggregate of such benefits shall not be less than
     those currently in effect or otherwise be materially less favorable to the
     Employee.

          (d) Business Expenses. Employee will be reimbursed for all reasonable
     expenses incurred in the discharge of Employee's duties under this
     Agreement pursuant to the Company's standard reimbursement policies.

          (e) Vacation. Employee shall receive paid vacation annually in
     accordance with the Company's practices for employees of the Company of the
     same position and status as Employee.

          (f) Car Allowance. Employee shall receive a car allowance of $800 per
     month during the term of this Agreement. Employee otherwise shall bear all
     expenses and liabilities with respect to such car.

          (g) Withholding. The Company will deduct and withhold from the
     payments made to Employee under this Agreement, state and federal income
     taxes, FICA and other amounts normally withheld from compensation due
     employees.

6.   Non-Disclosure and Use of Confidential Information. Employee recognizes and
     acknowledges that the trade secrets and confidential information of the
     Company (the "Proprietary Information"), as they may exist from
     time-to-time, are valuable, special and unique assets of the Business.
     Employee further acknowledges that access to such Proprietary Information
     relating to the Business of the Company is essential to the performance of
     Employee's duties under this Agreement. Therefore, in order to obtain
     access to such Proprietary Information, Employee agrees that Employee will
     not, in whole or in part, disclose such Proprietary Information to any
     person, firm, corporation, association or any other entity for any reason
     or purpose whatsoever, nor will Employee make use of any such information
     for Employee's own purposes or for the benefit of any person, firm,
     corporation, association or other entity (except the Company). For purposes
     of this Agreement, the term "trade secrets" means the whole or any portion
     of any scientific or technical or non-technical information, design,
     process, procedure, formula, computer software product, documentation or

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     improvement relating to the Business which: (1) derives economic value,
     actual or potential, from not being generally known to other persons who
     can obtain economic value from its disclosure or use; and (2) is the
     subject of efforts that are reasonable under the circumstances to maintain
     its secrecy or confidentiality. The term "confidential information" means
     any and all other data and information relating to the Business which: (1)
     has value to the Company; (2) is not generally known by its competitors or
     the public; and (3) is treated as confidential by the Company. The
     provisions of this Section 6 will apply during Employee's employment by the
     Company and, with respect to trade secrets, at any and all times thereafter
     and, with respect to confidential information, for three years thereafter.
     These restrictions will not apply to any Proprietary Information which: (i)
     is in the public domain, provided that Employee was not responsible,
     directly or indirectly, for such Proprietary Information entering the
     public domain without the Company's consent; (ii) becomes known to
     Employee, during the term of this Agreement, from a third party not known
     to Employee to be under a confidential relationship with the Company; or
     (iii) is required by law or governmental tribunal to be disclosed;
     provided, however, that if Employee is legally compelled to disclose any
     Proprietary Information, Employee will provide the Company with prompt
     written notice of such legal compulsion so that the Company may seek a
     protective order or other available remedy.

7.   (a)  Non-Competition Covenant. During the term of this Agreement and for a
          period of two years following termination of this Agreement for any
          reason, Employee will not, directly or indirectly, on Employee's own
          behalf or in the service of or on behalf of any other individual or
          entity, compete with the Company in the Business within the
          Geographical Area (as hereinafter defined). The term "compete" means
          to engage, directly or indirectly, on Employee's own behalf or in the
          service of or on behalf of any other individual or entity, either as a
          proprietor, employee, agent, independent contractor, consultant,
          director, officer, partner or stockholder (other than a stockholder of
          a corporation listed on a national securities exchange or whose stock
          is regularly traded in the over-the-counter market, provided that
          Employee at no time owns, directly or indirectly, in excess of five
          percent of the outstanding stock of any class of any such corporation)
          in providing management, executive, marketing, or other services. For
          purposes of this Agreement, the term "Geographical Area" means those
          areas in the United States and in foreign countries in which Employee
          is or has engaged in providing or marketing Business products or
          services as of the date of this Agreement. The Geographical Area
          currently includes Alabama, Arkansas, Colorado, Florida, Georgia,
          Illinois, Indiana, Kansas, Kentucky, Louisiana, Maryland, Mississippi,
          Missouri, New Jersey, North Carolina, Ohio, Oklahoma, Pennsylvania,
          South Carolina, Tennessee, Texas, Virginia and West Virginia. The
          Company may, from time to time and after giving Employee notice (but
          only while the Employee is employed by the Company), amend this
          Agreement to 

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          expand the Geographical Area to include additional areas in which the
          Company may conduct the Business after the date hereof.

     (b)  Non-Interference. During the term of this Agreement and for a period
          of two years following termination of this Agreement for any reason,
          Employee will not, directly or indirectly, on Employee's own behalf or
          in the service of or on behalf of any other individual or entity,
          interfere with, disrupt, or attempt to disrupt the past, present or
          prospective relationships, contractual or otherwise, between the
          Company and any supplier, consultant, or client of the Company with
          whom Employee had material business contact during the two-year period
          ending on the date of the termination of this Agreement. The term
          "prospective relationship" is defined as any relationship where the
          Company has actively sought an individual or entity as a prospective
          supplier, consultant, or client.

     (c)  Construction. The parties hereto agree that any judicial authority
          construing all or any portion of this Section 7 or Section 8 below
          will be empowered to sever any portion of the Geographical Area,
          Business or time period, client base, prospective relationship or
          prospect list or any prohibited business activity from the coverage of
          such Section and to apply the provisions of such Section to the
          remaining portion of the Geographical Area, Business or time period,
          the client base or the prospective relationship or prospect list, or
          the remaining business activities not so severed by such judicial
          authority. In addition, it is the intent of the parties that the
          judicial authority replace each such severed provision with a
          provision as similar in terms to such severed provision as may be
          possible and be legal, valid and enforceable. It is the intent of the
          parties that Sections 7 and 8 be enforced to the maximum extent
          permitted by law. In the event that any provision of either such
          Section is determined not to be specifically enforceable, the Company
          shall nevertheless be entitled to bring an action to seek to recover
          monetary damages as a result of the breach of such provision by
          Employee.

8.   Non-Solicitation of Employees Covenant. Employee further agrees and
     represents that during Employee's employment by the Company and for a
     period of two years following any termination of this Agreement for
     whatever reason, Employee will not, directly or indirectly, on Employee's
     own behalf or in the service of, or on behalf of any other individual or
     entity, divert or solicit, or attempt to divert or solicit, to or for any
     individual or entity which is engaged in providing Business services, any
     person employed by the Company (a) who was employed by the Company during
     the two-year period ending on the date of the termination of this Agreement
     and (b) with whom Employee was familiar, whether or not such employee is a
     full-time employee or temporary employee of the Company whether or not such
     employee is employed pursuant to a written agreement and whether or not
     such employee is employed for a determined period or at-will, except as
     agreed to by the Company.

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9.   Existing Restrictive Covenants. Employee represents and warrants that
     Employee's employment with the Company does not and will not breach any
     agreement which Employee has with any individual or entity to keep in
     confidence confidential information or not to compete with any such
     individual or entity. Employee will not disclose to the Company or use on
     either of their behalf any confidential information of any other party
     required to be kept confidential by Employee.

10.  Return of Confidential Information. Employee acknowledges that as a result
     of Employee's employment with the Company, Employee may come into the
     possession and control of Proprietary Information, such as proprietary
     documents, drawings, specifications, manuals, notes, computer programs, or
     other proprietary material. Employee acknowledges, warrants and agrees that
     Employee will return to the Company all such items and any copies or
     excerpts thereof, and any other properties, client lists, client contracts,
     files or documents obtained as a result of Employee's employment with the
     Company, immediately upon the termination of Employee's employment with the
     Company.

11.  Remedies. Employee agrees and acknowledges that the violation of any of the
     covenants or agreements contained in Sections 6, 7, 8, 9 and 10 of this
     Agreement would cause irreparable injury to the Company, that the remedy at
     law for any such violation or threatened violation thereof would be
     inadequate, and that the Company will be entitled, in addition to any other
     remedy, to temporary and permanent injunctive or other equitable relief
     without the necessity of proving actual damages including, without
     limitation, the right to terminate all payments under this Agreement.
     Sections 4, 6, 7, 8, 9, 10, 11, 12, 13, 14, 15, 16, and 17 of this
     Agreement, shall survive termination of the Employee's employment under
     this Agreement.

12.  Notices. Any notice or communication under this Agreement will be in
     writing and sent by registered or certified mail addressed to the
     respective parties as follows:

<TABLE>
         <S>                                           <C>
         If to the Company:                            If to the Employee:

         CompDent Corporation                          Keith J. Yoder
         100 Mansell Court East, Suite 400             590 Cambridge Way
         Roswell, Georgia 30076                        Atlanta, Georgia, 30328
         Attention: David R. Klock
</TABLE>

13.  Severability. Subject to the application of Section 7(c) to the
     interpretation of Sections 7 and 8, in case one or more of the provisions
     contained in this Agreement is for any reason held to be invalid, illegal
     or unenforceable in any respect, the same will not affect any other
     provision in this Agreement, and this Agreement will be construed as if


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<PAGE>   13

     such invalid or illegal or unenforceable provision had never been contained
     therein. It is the intent of the parties that this Agreement be enforced to
     the maximum extent permitted by law.

14.  Entire Agreement. This Agreement embodies the entire agreement of the
     parties relating to the subject matter hereof and supersedes all prior
     agreements, oral or written, regarding such subject matter. Except as
     otherwise provided in Section 7(a) of this Agreement, no amendment or
     modification of this Agreement will be valid or binding upon the parties
     unless made in writing and signed by the parties.

15.  Binding Effect. This Agreement will be binding upon the parties and their
     respective heirs, representatives, successors, transferees and permitted
     assigns, as applicable.

16.  Assignment. This Agreement is one for personal services and is not
     assignable by Employee. The Company may assign this Agreement to any of its
     affiliates; provided that the Company shall remain liable for the
     obligations of its affiliates under this Agreement.

17.  Governing Law. This Agreement is entered into and will be interpreted and
     enforced pursuant to the laws of the State of Delaware. The parties hereto
     hereby agree that the appropriate forum and venue for any disputes between
     any of the parties hereto arising out of this Agreement shall be any
     federal court in the State of Delaware and each of the parties hereto
     hereby submits to the personal jurisdiction of any such court. The
     foregoing shall not limit the rights of any party to obtain execution of
     judgment in any other jurisdiction. The parties further agree, to the
     extent permitted by law, that a final and unappealable judgment against
     either of them in any action or proceeding contemplated above shall be
     conclusive and may be enforced in any other jurisdiction within or outside
     the United States by suit on the judgment, a certified or exemplified copy
     of which shall be conclusive evidence of the fact and amount of such
     judgment.


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<PAGE>   14


     IN WITNESS WHEREOF, the parties have executed this Agreement as of the day
and year first above written.


COMPDENT CORPORATION                        KEITH J. YODER



By:  /s/ David Klock                        /s/Keith Yoder
     ------------------------------         -----------------------------------
Title: CEO
       ----------------------------


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