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                                                                    EXHIBIT 10.6

                                     FORM OF

                              EMPLOYMENT AGREEMENT

         THIS EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into as
of the _____ day of __________, 1998, by and between COMPDENT CORPORATION, a
Delaware corporation (the "Company") and ________________________ (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
         ________________________ 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 ______________ (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 days after its receipt of notice from
                           Employee of such breach (in

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                           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 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 series of
                           transactions contemplated or arranged by any party as
                           a 

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                           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 of this Agreement by Employee pursuant to
         Section 4(b)(i) hereof, the Company shall: (A) pay to Employee an
         amount equal to one times the Employee's annual salary in effect at the
         time of 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 one year
         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
         one-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 one and one-half times the Employee's annual salary in effect at the
         time of 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
         one 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. Such severance pay shall be payable in equal
         monthly installments over the one 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) 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 Section 4(d). 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.

                (f) 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 

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         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
         ________________ dollars ($____________) 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 _____% 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.



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                (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) 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.

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7.   (a) Non-Competition Covenant. During the term of this Agreement and for
         a period of one year 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 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 one year 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 

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         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.

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 

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       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
       100 Mansell Court East, Suite 400
       Roswell, Georgia 30076
       Attention: David R. Klock

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.

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 

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

COMPDENT CORPORATION                        
                                            -----------------------------------

By:  /s/ Phyllis Klock
   ---------------------------------------  -----------------------------------

Title: President & Chief Operating Officer
      ------------------------------------

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