AMENDMENT TO EMPLOYMENT AGREEMENT


This Amendment to Employment Agreement ("Amendment") is entered into effective
as of December 31, 2002 between InterDent Service Corporation, a Washington
corporation, (the "Company") and Ivar S. Chhina ("Executive").

                                    RECITALS

         The Company and Executive are parties to an Employment Agreement dated
October 8, 2001 (the "Agreement") pursuant to which Executive has served as
Special Assistant to the CEO of the Company. The parties desire to amend this
agreement to reflect certain changes set forth below in this Amendment.

         NOW, THEREFORE, in consideration of the mutual covenants contained
herein and in the Agreement, the parties agree as follows:

1.   Extension of Employment  Term of  Agreement.  Section 2 of the Agreement is
     hereby  amended to extend the  Employment  Term of the Agreement up through
     March 31, 2004.

2.   Change in position.  Section 1 of the  Agreement is herby amended to change
     the  reference  to  Executive's  position  with the Company  from  "Special
     Assistant  to the Chief  Executive  Officer"  to "Interim  Chief  Operating
     Officer," effective January 1, 2003.

3.   Change in base  compensation.  Section 3 of the Agreement is hereby amended
     to change  Executive's  Salary to Two Hundred and Eighty  Thousand  Dollars
     ($280,000) per annum,  retroactive to December 1, 2002, with increases,  if
     any,  as may be approved in writing by the  Compensation  Committee  of the
     Company's Board of Directors.

4.   Retention  bonuses.  As  approved  by  the  Compensation  Committee  of the
     Company's  Board of Directors,  (a) if Executive is employed by the Company
     on March  31,  2003,  or if  Executive's  employment  with the  Company  is
     terminated  prior to March 31, 2003,  and  provided  such  termination  was
     either by the Company without Cause or by the Executive for Good Reason (as
     defined in the  Agreement),  then the  Company  shall pay  Executive a cash
     bonus  equal  to  Seventy  Five  Thousand  Dollars  ($75,000),  subject  to
     applicable  withholding  taxes,  on such  date of  termination;  and (b) if
     Executive is employed by the Company on March 31, 2004,  or if  Executive's
     employment  with the Company is  terminated  prior to March 31,  2004,  and
     provided such termination was either by the Company without Cause or by the
     Executive for Good Reason (as defined in the  Agreement),  then the Company
     shall pay  Executive  a second cash bonus  equal to Seventy  Five  Thousand
     Dollars ($75,000), subject to applicable withholding taxes, on such date of
     termination.

5.   Severance payments. The defined term "Severance Term" in Section 6(e)(i) of
     the  Agreement  shall be redefined to mean "the period  between the date of
     termination of Executive's  employment  with the Company and the end of the
     twelfth  (12th) month  following the date of such  termination,"  with this
     redefined Severance Term to be used to calculate all severance payments due
     to Executive  under the  Agreement  or this  Amendment.  In  addition,  the
     language in Section  6(e)(iii) of the  Agreement  regarding  the vesting of
     Executive's  options  shall be  interpreted  to apply to all stock  options
     granted to Executive  by the Company,  as modified by Section 6 of --- this
     Amendment.

6.       Stock option grants.

a.   Replacement  Option Grant.  To replace  options  previously  surrendered by
     Executive,  the Company's  Compensation Committee authorized the Company to
     grant to Executive the following:

i.   A stock  option ("  Replacement  Option")  granted on January  10,  2003 to
     purchase  Ninety Thousand  (90,000)  shares of the Company's  common stock.
     This  Replacement  Option has an  exercise  price of $0.19 per  share,  the
     closing  price of the  Company's  common  stock on January 10,  2003.  This
     Replacement  Option shall be 100% vested and fully  exercisable  at date of
     grant.  All other  terms of this  Replacement  Option  are set forth in the
     applicable stock option plan.

ii.  A second stock option ("Replacement Success Option") granted on January 10,
     2003 to purchase Sixty  Thousand  (60,000)  shares of the Company's  common
     stock.  This Replacement  Success Option has an exercise price of $0.19 per
     share, the closing price of the Company's common stock on January 10, 2003.
     This  Replacement  Success Option shall vest on the earlier to occur of (i)
     October 8, 2008, or (ii) the date, on or before April 8, 2005, on which the
     trading  price of the  Company's  Common  Stock  reaches  $5.00 or more per
     share;  provided,  however, that if Executive's employment with the Company
     is terminated, and the trading price of the Company's Common Stock does not
     reach $5.00 or more per share on or before April 8, 2005,  the  Replacement
     Success  Option  shall  immediately  terminate on the later of (i) April 8,
     2005, or (ii) the date of Executive's  termination  of the employment  with
     the  Company.  All  other  terms  of  these  Options  are set  forth in the
     applicable stock option plan.

b.   New Option  Grant.  The Company's  Compensation  Committee  authorized  the
     Company  to  grant  to  Executive  on  January  10,  2003,  a stock  option
     ("Option")  to  purchase  Seventy  Five  Thousand  (75,000)  shares  of the
     Company's  common stock.  These Options have an exercise price of $0.19 per
     share, the closing price of the Company's common stock on January 10, 2003.
     The  Options  shall be 100%  vested and  become  fully  exercisable  on the
     one-year  anniversary  of the date of grant of the Options,  unless  vested
     earlier per Sections  3(d),  3(e),  6(e) or 7 of the  Agreement.  All other
     terms of these Options are set forth in the applicable stock option plan.

7.   Equivalent  ownership for options.  During the Employment Term,  should any
     Restructuring  Event (defined below in Section 8.  Definitions)  occur, all
     stock options  ("Original  Options") granted to Executive prior to the date
     of such a  Restructuring  Event,  shall be converted into new stock options
     ("New  Options") to purchase  shares of the Company's  common  stock,  such
     that: (i) the percentage of the total New Options  divided by the Company's
     total common stock calculated on a Fully Diluted Basis (as defined below in
     Section 8) immediately  following such a Restructuring Event shall be equal
     to the  percentage  of the total  equity  ownership  rights of the Original
     Options divided by the Company's total common stock,  calculated on a Fully
     Diluted Basis,  immediately preceding the Restructuring Event; and (ii) the
     Exercise  Price of each  option  within the New Options  multiplied  by the
     total number of shares of the Company's  common stock that are  purchasable
     under  each of these  option  rights  (the sum of which  equals  the "Total
     Exercise  Cost"),  shall be equivalent  to the Total  Exercise Cost of each
     respective option as granted for the Original Options.

8.       Definitions.
         ------------

                  "Restructuring Event" is defined as an event pursuant to which
                  the Company consummates a material restructuring of its
                  current debt and/or equity capital structure that is approved
                  by the Company's Board of Directors, including, but not
                  limited to a merger (or a takeover in which the holders of the
                  Company's common stock immediately prior to such a merger do
                  not continue to own equity securities in the Company after the
                  merger), a sale of capital stock, a sale of the assets of the
                  Company, any debt financing, or the restructuring of any
                  current equity ownership or debt financing, or any similar
                  transaction, or any combination of the foregoing, immediately
                  following such a Restructuring Event.

                  "Fully Diluted Basis," with reference to outstanding equity
                  securities of the Company (or any successor to the Company),
                  is defined as the shares of common stock of such entity that
                  would be outstanding assuming that all outstanding options,
                  warrants and other rights to acquire common stock in such
                  entity 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 such securities are then convertible.

9.   No Further  Changes.  Except as expressly  provided in this Amendment,  the
     Agreement is not otherwise modified and remains in full force and effect.



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

                                  INTERDENT SERVICE CORPORATION


                                      /s/ H. WAYNE POSEY
                                   H. Wayne Posey
                                   Chief Executive Officer


                                   EXECUTIVE


                                     /s/ IVAR S. CHINNA
                                   Ivar S. Chhina