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                                                                    EXHIBIT 10.4

                              EMPLOYMENT AGREEMENT

         THIS EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into as
of the 6th day of July, 1998, by and between COMPDENT CORPORATION, a Delaware
corporation (the "Company") and BRUCE A. MITCHELL (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
         Executive Vice President and General Counsel 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 February 1,
         1996 (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 Employee will not, during the
         term of this Agreement, be engaged (whether or not


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         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 any payment or other benefit (a "Termination
         Payment") received or to be received by Employee in connection with a
         Change in Control event 

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         (whether or not this Agreement is terminated) or Employee's termination
         of employment (whether pursuant to 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) and/or Section 4(f).

                  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.

                  (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 

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         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) Consulting Agreement. If this Agreement is terminated
         after a Change in Control and prior to the third anniversary of such
         Change in Control, Employee shall be entitled to receive payments in
         the amount of $200,000 annually for the Extended Period (as herein
         defined), provided that Employee (i) agrees to make himself reasonably
         available to provide up to 600 hours (an aggregate of 1,500 hours for
         the Extended Period (as herein defined)) of consulting services (the
         "Consulting Services") per year during the Extended Period and (ii)
         agrees to be bound by the noncompetition provisions of Section 7 of
         this Agreement for the Extended Period. For purposes of this paragraph,
         the Extended Period shall mean the two and one-half year period
         beginning on the date of termination of this Agreement. Amounts payable
         pursuant to this Section 4(f) shall be paid in equal monthly
         installments. It is acknowledged and agreed that the above Consulting
         Services shall not unreasonably interfere with other employment and/or
         service activities in which Employee may engage. Employee shall be
         reasonably free to arrange his own time, pursuits, and work schedule
         and will not be required to unreasonably observe any routine or
         requirement as to working hours. It is acknowledged that the purpose
         and intent of these Consulting Services is to assure the Company of
         Employee's ability to impart his knowledge and experience in the
         business of the Company and industry generally to the Company and its
         personnel.

                  In addition to the fees being paid above, Employee shall be
         entitled to reimbursement of all reasonable expenses incurred in
         rendering of said Consulting Services.

                  (g) 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), (e) and (f). 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.

                  (h) Outplacement Services. If, pursuant to or within 24 months
         following a 

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         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.

                  (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 

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         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 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

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                  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); provided, however,
                  that the noncompetition period imposed under this Section 7(a)
                  shall not apply if the noncompetition period imposed under
                  Section 4(f) of this Agreement applies. 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 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 (and during the Extended Period, if any),
                  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 

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                  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 (and during the Extended Period, if any), 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.

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.

                                      -12-
<PAGE>   13

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:

         If to the Company:                           If to the Employee:

         CompDent Corporation                         Bruce A. Mitchell
         100 Mansell Court East, Suite 400            77 East Andrews Drive NW
         Roswell, Georgia 30076                       Apartment 329
         Attention: David R. Klock                    Atlanta, Georgia 30305

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 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.

                                      -13-
<PAGE>   14

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.



                                      -14-
<PAGE>   15


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

COMPDENT CORPORATION                        BRUCE A. MITCHELL

By: /s/ David Klock                         /s/ Bruce A. Mitchell
   -------------------------------          -------------------------------
Title: Chairman
     -----------------------------




                                      -15-