EMPLOYMENT AGREEMENT

Exhibit 10.2

EMPLOYMENT AGREEMENT

        This Employment Agreement (this "Agreement") is entered into by and between InterDent, Inc., a Delaware corporation (the "Company"), and Ivar S. Chhina (the "Executive") as of the Effective Date (as defined in Section 1 below).

RECITAL:

        WHEREAS, the Company desires to employ the Executive and the Executive has indicated his willingness to provide his services, on the terms and conditions set forth herein, such employment to be effective on the Effective Date;

        NOW, THEREFORE, on the basis of the foregoing premises and in consideration of the mutual covenants and agreements contained herein, the parties hereto agree as follows:

        1.    Employment.    The Company hereby agrees to employ the Executive and the Executive hereby accepts employment with the Company commencing on the Effective Date, on the terms and subject to the conditions hereinafter set forth. Executive shall serve as Chief Operating Officer of the Company from the Effective Date until the date of Wayne Posey's termination of employment as Chief Executive Officer of the Company (which shall not be later than December 31, 2003). Executive shall serve as Chief Executive Officer of the Company from January 1, 2004 or, if earlier, the date of Wayne Posey's termination of employment as Chief Executive Officer, until December 31, 2006. For purposes of this Agreement, the term "Effective Date" means the effective date of the plan of reorganization ("POR") under Chapter 11 of the Bankruptcy Code filed for the Company on May 9, 2003 if the United States Bankruptcy Court enters an order confirming the POR (the "Confirmation Order") and the conditions precedent to the effective date of the POR are satisfied or waived. As of the Effective Date, this Agreement will restate, amend and supersede, the employment agreement entered into between the Executive and the Company effective as of October 8, 2001 and amended as of December 31, 2002.

        (a)    Reporting.    As Chief Operating Officer, Executive shall report directly to the Chief Executive Officer of the Company and shall have such duties as are typically performed by a chief operating officer of a corporation, together with such additional duties, commensurate with the Executive's position as may be assigned to the Executive from time to time by the Chief Executive Officer of the Company. As Chief Executive Officer, Executive shall report directly to the Board of Directors of the Company (the "Board") and Executive's duties and responsibilities will be those customarily performed by a Chief Executive Officer of a company of comparable size to the Company and such other duties that are assigned to him by the Board, which shall be commensurate with his position as Chief Executive Officer.

        (b)    Location.    The principal location of the Executive's employment shall be at the Company's offices located in San Francisco, California. Executive understands and agrees that he may be required to travel from time to time for business reasons.

        2.    Term.    Unless terminated pursuant to Section 6 hereof, the Executive's employment hereunder shall commence on the Effective Date and shall continue until December 31, 2006 (the "Term").

        3.    Compensation.    During the Term, the Executive shall be entitled to the following compensation and benefits:

        (a)    Salary.    The Company shall pay to the Executive a base salary at the rate of $280,000 per year while he serves as Chief Operating Officer and a base salary at the rate of $350,000 per year while he serves as Chief Executive Officer. The Board shall review the Executive's base salary on an annual basis. Base salary shall be payable in accordance with the payroll practices of the Company in effect from time to time. In no event shall the base salary be decreased during the Term.

        (b)    Performance Bonus.    The Executive shall be eligible to receive a cash bonus for 2003 and each calendar year thereafter during the Term, the Executive shall be eligible to receive a cash bonus ("Performance Bonus") based upon the achievement of objective performance targets ("Performance Bonus Objectives"). These Performance Bonus Objectives shall be set forth in a Performance Bonus Objectives Plan to be mutually agreed upon between the Executive and the Board; when formulated and agreed, the Performance Bonus Objectives Plan shall become part of and subject to the terms of this Agreement. The Performance Bonus will equal the specified percentage of the base salary to be paid to Executive during the calendar year to which the bonus relates in accordance with the following table:

Notwithstanding the forgoing, and notwithstanding any contrary provision of the Performance Bonus Objectives Plan, the Board may, in his sole discretion, award the Executive a Performance Bonus or other bonus in excess of that called for in the Performance Bonus Objectives Plan. Any Performance Bonus or other bonus shall be paid to the Executive at a date no later than 90 days after the end of the calendar year to which the bonus relates.

        (c)    Retention Bonus.    The Company will pay Executive on the Effective Date a bonus equal to $280,000 (the "Retention Bonus") if he is employed under this Agreement on the Effective Date or if prior to the Effective Date there has been: (1) a termination by the Company of Executive's employment that is not a termination for Cause; (2) a termination for Good Reason by Executive; (3) a Change in Control; (4) death of Executive; or (5) Disability of Executive. Executive shall have the option ("Equity Purchase Option") to choose in lieu of taking the Retention Bonus in cash to use the Retention Bonus, or portion thereof, to purchase Common Stock (as defined in Section 3(e)(i) below). The purchase price ("Purchase Price") per share of the Common Stock under the Equity Purchase Option shall be 90 percent of the fair market value of a share of Common Stock on the Effective Date determined using a total enterprise value of $110,000,000. If Executive elects the Equity Purchase Option, then the Company shall also pay Executive an additional bonus equal to the amount of income taxes ("Income Tax Gross Up") Executive will owe on his or her Retention Bonus and the Income Tax Gross Up.

        (d)    Benefits.    The Executive shall be entitled to participate in life insurance, disability insurance, 401(k) or other retirement plans, deferred compensation, automobile and other benefits provided to other senior executives of the Company on terms no less favorable than those available to such senior executives of the Company; provided, however, that the Executive shall be immediately eligible to participate in such Company benefits upon the Effective Date. The Company shall reimburse Executive during the Term for the monthly premium expense he incurs for health insurance coverage for himself and his dependents; provided, however, that in lieu of such individual insurance the Company may provide coverage for the Executive and his spouse and children under the Company's group health insurance at the Company's expense any time after January 1, 2004. In the event that the Company pays for the cost of such group health insurance

2

coverage for the Executive and his spouse and children, the Company shall not be required to reimburse the Executive for premiums under Executive's personal health insurance policy from and after that date. The Company shall do all things necessary to effect the intent of this provision to secure the Executive the Company benefits provided immediately upon the Effective Date. The Executive shall accrue vacation at a rate of four weeks paid vacation per year, of which, the accrued balance may be taken at any time following the Effective Date; provided, however, that at anytime Executive has accrued twelve weeks of unused vacation Executive shall stop accruing vacation until the following calendar year. The Executive shall be paid any unused vacation pay at the time of his termination of employment. The Executive shall also be entitled to the same number of holidays, sick days and other benefits as are generally allowed to other senior executives of the Company in accordance with the Company policy in effect from time to time.

        (e)    Stock Options.    

        (i)    Within ten (10) days after the Effective Date, the Company shall issue to the Executive stock options (which shall be incentive stock options to the maximum extent permitted by law, with the remaining options being non-qualified options) to acquire that number of shares of the common stock of the Company (the "Common Stock") equal to one percent of the issued and outstanding shares of Common Stock on the Effective Date, calculated on a Fully Diluted Basis (the "Effective Date Options"). The option price per share at which the Effective Date Options can be exercised will be the fair market value of a share of Common Stock on the Effective Date determined using a total enterprise value of $110,000,000.

        (ii)   No later than March 31, 2004, the Company shall issue to the Executive additional stock options to acquire that number of shares of the Common Stock equal to one percent of the issued and outstanding shares of Common Stock, calculated on a Fully Diluted Basis, as defined below (the "2004 Options"). The option price per share at which the 2004 Options can be exercised will be equal to 90 percent of the fair market value of a share of Common Stock on the date of grant.

        (iii)  The Effective Date Options and the 2004 Options (collectively, the "Options") will vest with respect to 25 percent of the shares subject to each option grant on the date of the particular option grant and will vest with respect to an additional 25 percent of the shares on each of the first, second and third anniversaries of the date of such option grant, provided Executive remains employed by the Company on the vesting date. Notwithstanding the foregoing, any unvested portion of the Options will become fully vested upon the occurrence of any of the following events: (1) a termination by the Company of Executive's employment that is not a Termination for Cause; (2) a Termination for Good Reason by Executive; (3) a Change in Control; (4) death of Executive; (5) Disability of Executive; or (6) Executive remaining employed by the Company on December 31, 2006. The vested Options will remain exercisable until the earlier of (A) seven years from the date of grant or (B) 90 days following Executive's termination of employment, except in the case of Executive's Termination for Cause in which case the options will be cancelled.

        (iv)  For purposes of this Agreement, the term "Fully Diluted Basis" means, with reference to outstanding equity securities of the Company (or any successor to the Company), the shares of common stock of such entity that would be outstanding as of the date of option grant assuming that all outstanding options, warrants and other rights to acquire common stock in such entity, other than options granted to Executive and other members of senior management pursuant to the retention program and any employment agreements, have been exercised and all securities convertible into common stock of such entity have been converted, regardless of whether such options, warrants or other rights are then exercisable or whether

3

such securities are then convertible. Except as specifically set forth above, the option agreements pursuant to which the Options are granted shall be the standard form of option agreement that the Company has historically granted to other Company executives in positions commensurate to that of Executive.

        4.    Exclusivity.    During the Term, the Executive shall devote his full time to the business of the Company, shall faithfully serve the Company, shall in all respects conform to and comply with the lawful and reasonable directions and instructions given to him by the Chief Executive Officer of the Company or the Board in accordance with the terms of this Agreement, shall use his best efforts to promote and serve the interests of the Company and shall not engage in any other business activity, whether or not such activity shall be engaged in for pecuniary profit, except that the Executive may (i) participate in the activities of professional trade organizations related to the business of the Company; (ii) engage in personal investing activities; (iii) serve as a member and/or officer on corporate boards of directors; and (iv) perform incidental services as are necessary in connection with his private passive investments, his charitable community services or his participation in trade or professional organizations; provided that the activities set forth in these clauses (i), (ii), (iii) and (iv), either singly or in the aggregate, do not interfere in any material respect with the services to be provided by the Executive hereunder; and provided further that, without the written consent of the Board, the activities set forth in clause (ii) do not directly or indirectly represent more than five percent (5%) of the issued securities or interests of any business that competes with the business of the Company.

        5.    Reimbursement for Expenses.    The Executive is authorized to incur reasonable expenses in the discharge of the services to be performed hereunder, including expenses for travel, entertainment, lodging and similar items ("Travel Expenses") in accordance with the Company's expense reimbursement policy, as the same may be modified by the Board from time to time. The Company shall reimburse the Executive for all such proper expenses upon presentation by the Executive of itemized accounts of such expenditures in accordance with the financial policy of the Company, as in effect from time to time. The Company agrees that such Travel Expenses shall include, but not be limited to, all expenses related to the Executive's travel to the Company's offices in the Los Angeles area, as well as all expenses incurred by the Executive for lodging, car rental and food during the time he is working out of the Company's El Segundo offices (collectively, the "El Segundo Expenses"). Executive shall be entitled to receive additional payments ("Gross-Up Payments") in the aggregate amount such that after payment by Executive of all taxes (including any interest or penalties) actually imposed upon the reimbursement of Travel Expenses incurred by Executive (including the El Segundo Expenses), and any such taxes actually imposed on the Gross-Up Payment, Executive retains an amount equal to the Travel Expenses incurred.

        6.    Termination.    

        (a)    Cause.    The Company may terminate the Executive's employment at any time, with or without Cause. In the event of termination for Cause, the Company shall deliver to the Executive written notice setting forth the basis for such termination, which notice shall specifically set forth the nature of the Cause which is the reason for such termination. For purposes of this Agreement, "Cause" shall mean the termination by Company of Executive's employment by reason of: (A) Executive's conviction of a felony offense under state or federal law that causes demonstrable harm to the Company, (B) the continued breach by Executive of any of the material provisions of this Agreement for a period of thirty days after written notice of such breach is given to Executive by the Board which notice specifically identifies the manner in which the Board believes Executive has breached such provisions, (C) Executive having acted with gross negligence or willful misconduct in connection with the performance of his material duties as Chief Operating Officer or Chief Executive Officer of the Company; or (D) Executive having acted willfully against the best interests of the Company (and not with the belief that such action was in the best interest of

4

the Company) or making an intentional misrepresentation against or to the Company or its employees, which act or misrepresentation has a material adverse effect on the interests of the Company that was reasonably foreseeable.

        (b)    Good Reason.    The Executive may terminate his employment for "Good Reason" provided such termination occurs in connection with one or more of the following events without the Executive's prior written consent: (A) the Company's breach of any material obligation under the employment agreement in effect at the time of the breach for a period of thirty (30) days after written notice of such breach is given by Executive to the Board, which notice specifically identifies the manner in which Executive believes the Company has breached such provisions and such breach is not cured by the Company, (B) the assignment to Executive of any substantial duties inconsistent with his position or any substantial alteration, adverse to Executive, in the nature, scope, or status of his responsibilities (including reporting and supervisory responsibilities), provided that: any reduction or suspension of responsibilities that is reasonably undertaken by the Company for the purpose of investigating the possible existence of "Cause" shall not be the basis for "Good Reason" if his compensation continues in effect during the period of reduction or suspension and any such period is no longer than thirty (30) days, (C) the failure of any successor to all or substantially all of the business and/or assets of the Company to assume, in writing, the Company's obligations under this Agreement; or (D) requirement of Executive to relocate more than 25 miles from current residence, unless so consented by Executive.

        (c)    Voluntary Termination by Executive Without Good Reason.    The Executive shall have the right to terminate his employment at any time by giving notice of his resignation (other than a termination "Good Reason").

        (d)    Death.    The Executive's employment shall automatically terminate upon his death and upon such event, the Executive's designated beneficiary or, in the absence of such designation, his estate shall be entitled to receive the amounts specified in Section 6(f)(i) and (iv) below.

        (e)    Disability.    Executive's employment will terminate on account of Executive's "Disability" which, for purposes of this Agreement means a physical or mental incapacity due to injury or illness, which prevents Executive from performing Executive's responsibilities as Chief Operating Officer or Chief Executive Officer even if the Company made reasonable accommodations that are otherwise required by law, which incapacity is expected to last or has lasted at least six months (or any longer period if mutually agreed). In the event of a dispute between Executive and the Company concerning whether Executive has a Disability, Executive shall submit to the Company a report in reasonable detail by a physician selected by the Company to whom Executive has no reasonable objection concerning whether Executive has a Disability and the basis for the physician's conclusion. The conclusion of such physician shall be conclusive of the dispute unless there is no reasonable