EMPLOYMENT AGREEMENT

Exhibit 10.4

EMPLOYMENT AGREEMENT

        This Employment Agreement (this "Agreement"), is effective as of August 3, 2004, by and between InterDent, Inc., a Delaware corporation (the "Company"), and Robert W. Hill ("Employee").

RECITAL:

        WHEREAS, the Company desires to employ Employee, and Employee is willing to serve in the employ of the Company, each upon the terms and conditions provided in this Agreement.

        NOW, THEREFORE, in consideration of the foregoing, the covenants set forth in this Agreement and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

        Section 1.    Term of Employment.    Employee's employment with the Company is "at will" and, therefore, either employee or the Company can terminate Employee's employment at any time for any reason or no reason at all, with or without cause (such period, as it may be so terminated, being referred to herein as the "Term").

        Section 2.    Position and Duties

        (d)    During the Term, Employee shall serve as Chief Financial Officer. In the performance of his duties hereunder, Employee shall report to and shall be responsible to the Chief Executive Officer of the Company, or such other Executive as may be named by the Chief Executive Officer of the Company.

        (e)    Primary Responsibilities.    During the Term, Employee's duties and responsibilities will be those customarily performed by persons in these positions or as may be delegated to Employee by the Chief Executive Officer of the Company.

        Section 3.    Compensation and Related Matters.    As full compensation for his services hereunder, the Company shall pay, grant, issue or give, as the case may be, to Employee the compensation and benefits described below:

        (d)    Base Salary.    Employee's initial base salary shall be $185,000 per annum, which base salary shall be paid to Employee in accordance with the customary payroll policy of the Company as in effect from time to time.

        (e)    Incentive Bonus.

The Company shall pay Employee an incentive bonus if the Company meets its earnings objective for the calendar year. The InterDent Corporate Incentive Bonus Plan (the "Plan") is intended to reward key employees with annual bonuses based on the Company's achievement of its objectives for the year. Details of the plan and target objectives will be determined annually by the Chief Executive Officer of the Company, except where fixed by the terms of an employment agreement. Employee must still be an employed by the Company on the date of payment to earn any bonuses.

        (c)    Company Stock Options.    Employee shall be entitled to participate in a stock option program with grants as approved by the Option Committee from time to time. In the event that (i) Employee's employment with the Company is terminated by the Company for any reason other than "Cause", (ii) Employee's employment with the Company is terminated because of death or physical disability within the meaning of Section 22(e)(3) of the Internal Revenue Code of 1986, or (iii) a Change in Control of the Company occurs, all shares of the Company's Common Stock subject to outstanding options or shares subject to restrictions held by Employee at the time of the event shall be fully vested as of the date of such event.

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For purposes of this Agreement, a "Change in Control" means any of the following:

        (i)    The combined shareholders of the Company as of the commencement date of this Agreement shall collectively cease for any reason to own at least fifty percent (50%) or more of the voting power of the Company; (ii) the acquisition (in any manner) of shares of common stock or other voting securities of the Company having fifty percent (50%) or more of the outstanding voting power of the Company by any person or group of persons acting in concert, other than the current shareholders of the Company, (iii) the sale, lease, assignment, or transfer of all or a material part of the assets of the Company, (iv) a merger, consolidation or reorganization involving the Company in which the Company is not the surviving corporation or which results in fifty percent (50%) or more of the outstanding voting power of the Company being held of record or beneficially by persons who are not shareholders of the Company on the commencement date of this Agreement, or (v) any person or group of persons acting in concert (other than the shareholders on the commencement date of this Agreement) having the right to elect or appoint a majority of the directors of the Company.

        (d)    Fringe Benefits.    During the Term, Employee shall be eligible to participate in all then-operative employee benefit plans of the Company which are applicable generally to the Company's executives of comparable rank to Employee ("Employee Benefit Plans"), subject to the respective terms and conditions of such Employee Benefit Plans. Nothing contained in this Agreement shall obligate the Company to adopt or implement any Employee Benefit Plan, or prevent or limit the Company from making any blanket amendments, changes, or modifications to the eligibility requirements or any other provisions of, or terminating, any Employee Benefit Plan at any time (whether during or after the Term), and Employee's participation in or entitlement under any such Employee Benefit Plan shall at all times be subject in all respects thereto.

        (e)    Vacation and Holidays.    Employee shall be entitled to fully-paid PTO/vacation time and holidays consistent with the Company's policy as may be in place from time to time, provided however, Employee shall be entitled to one month of paid PTO/vacation time annually.

        (f)    Expense Reimbursement.    The Company shall reimburse Employee for all out-of-pocket expenses incurred by him in connection with the performance of his duties hereunder, including, but not limited to, all travel expenses, including expenses for lodging and food, professional activities and membership fees and dues relating to professional organizations of which Employee is a member in connection with his employment with the Company, and business related telephone, including cell phone expenses, all upon the presentation of appropriate documentation and approval therefore by the Company.

        Section 4.    Confidential Information.    Employee acknowledges that the information, observations and data obtained during the Term concerning the business or affairs of the Company or any of its affiliates ("Confidential Information") are the property of the Company or such affiliate, as the case may be. Therefore, Employee agrees not to disclose to any unauthorized person or use for Employee's own account any Confidential Information without the prior written consent of the Company, unless and to the extent that the aforementioned matters become generally known to and available for use by the public other than as a result of Employee's acts or omissions to act. Employee shall deliver to the Company at the end of Term, or at any other time the Company may request, all memoranda, notes, plans, records, reports, computer disks and software and other documents and data (and copies thereof) relating to the Confidential Information of the Company or any of its affiliates which Employee may then possess or have under his control.

        Section 5.    Non-Solicitation, Non-Compete.

        (d)    Non-Solicitation.    Employee agrees that during the Term and for a period of one year following any termination thereof (for any reason), Employee shall not (either directly or indirectly) solicit, entice, encourage or induce any person who at any time within one year prior to

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