AMENDMENT TO CONVERTIBLE PROMISSORY NOTE AND
                  TERMINATION OF REGISTRATION RIGHTS AGREEMENT


This  Amendment  to  Convertible Promissory Note and Termination of Registration
Rights  Agreement (''Amendment'') is made and entered into as of May 8, 2003, by
and  between  SafeGuard  Health  Enterprises,  Inc.,  a  Delaware  corporation,
("SafeGuard"  or  the  ''Borrower''),  and  Jack  R.  Anderson  ("Holder''), and
specifically  amends that certain Convertible Promissory Note issued by Borrower
to  the  Holder  dated  as  of  August  8,  2002  (the  "Note") and specifically
terminates  that  certain  Registration  Rights  Agreement  by  and  between the
Borrower  and the Holder dated as of August 8, 2002.  Sections referred to below
in  this  Amendment specifically amend the same sections in the Note and replace
in full the same sections in the Note, or add the sections set forth herein that
are  not  in  the  Note.

NOW,  THEREFORE,  in  consideration  of  the  mutual  covenants,  promises  and
conditions  set  forth  herein,  and  for  good  and valuable consideration, the
receipt  and sufficiency of which are hereby acknowledged, the parties do hereby
agree  to  this  Amendment  to  the  Note  as  follows:

2.     MATURITY.  Borrower  shall  pay  the outstanding principal amount of this
Note,  together  with any accrued unpaid interest, on the earliest of (a) August
1,  2008, or (b) at the Holder's election, the occurrence of a Change in Control
(as  defined  in  the  next  sentence), all subject to the right of acceleration
described  below  (the "MATURITY DATE").  A "CHANGE OF CONTROL" means (w) equity
holders  of  Borrower  approve  a  liquidation  of  all  or substantially all of
Borrower's assets; (x) a sale, lease, exchange, or other transfer of all or more
than  50%  in  value of the assets of Borrower in one transaction or a series of
transactions;  (y)  a  merger,  consolidation,  reorganization,  tender  offer,
exchange offer, or share exchange in which securities possessing more than fifty
percent  (50%)  of  the  total  combined  voting power of Borrower's outstanding
securities  are  transferred to a person or persons different from those persons
holding those securities prior to such transaction; or (z) the occurrence of any
event,  transaction,  or  arrangement  that results in any person or group other
than  the  shareholders  of  Borrower  prior  to  such  event,  transaction,  or
arrangement  becoming  the beneficial owner, either directly or indirectly, of a
majority  of  the  outstanding  Common  Stock.

3.     PAYMENTS.  Commencing  on  June  1, 2003, Borrower shall pay to Holder in
equal  monthly  installments of interest only, the amount of Eight Thousand Nine
Hundred  Seventy-Five  Dollars and No Cents ($8,975.00).  As of the date of this
Amendment,  the  principal balance of the Note is $1,538,549.45 and Borrower has
paid  to  Holder  nine  (9) monthly payments of Sixty-One Thousand Seven Hundred
Fifty-Four  and  19/100th  Dollars  ($61,754.19)  per  month.  On  June 1, 2006,
Borrower  shall  resume  making  monthly  principal  and  interest  payments  of
Sixty-One  Thousand  Seven  Hundred Fifty-Four and 19/100th Dollars ($61,754.19)
per  month  for a period of twenty-seven (27) months, and a final payment of all
outstanding principal and unpaid accrued interest, if any, on the Maturity Date.
Each  payment will be due and payable on the first Business Day of each month of
each  year during the term of this Note, commencing on the first Business Day of
the  first full month that commences more than fifteen (15) days after this Note
is  executed  and delivered.  Borrower may not prepay this Note without Holder's
prior  consent.


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In  the event a portion of this Note is converted into Common Stock of SafeGuard
pursuant  to  Section  11  of  this Note, the amount of the monthly installments
specified  above  will  be adjusted.  The parties will recalculate the amount of
the  equal  monthly installments based on the outstanding principal amount after
the  conversion  and  interest  thereon over the remaining term of this Note, in
accordance  with  the  terms  of  this  Amendment.

5.     BORROWER'S  AFFIRMATIVE COVENANTS.  Until full payment and performance of
all  obligations  of  Borrower  under  this  Note,  Borrower  shall:

(f)     Financial  Information.  Provide  to  Holder  financial  information  of
        ----------------------
Borrower  on  a quarterly basis not less than forty-five (45) days following the
close  of  each  calendar  quarter  this  Note  is  in  effect,  which financial
information  shall  include Borrower's balance sheet, profit and loss statement,
and statement of cash flows in the same format as Borrower provides to its Board
of  Directors.

11.     CONVERSION.

(a)     The  Holder  of this Note has the right at the Holder's option, but only
prior  to payment in full of the principal balance of this Note, to convert this
Note  in  whole  or in part, into fully paid and non-assessable shares of Common
Stock  of Borrower, at any time after May 8, 2003, in minimum installments of at
least  $500,000.  The  number of shares of Common Stock into which this Note may
be  converted  (the  "CONVERSION  SHARES")  shall  be determined by dividing the
outstanding  principal  balance  hereof  to be converted by the Conversion Price
(defined  below)  in  effect  at the time of conversion.  The "CONVERSION PRICE"
initially  will  be  $l.625,  and  will be adjusted as hereinafter provided (the
"CONVERSION  PRICE").

(b)     To  convert  this  Note,  the  Holder  shall  surrender this Note at the
principal  office  of  Borrower in Aliso Viejo, California together with written
notice  to  Borrower  of  the election to convert this Note, and shall state the
principal amount to be converted.  Unless the shares of Common Stock issuable on
conversion  are  to be issued in the same name as the name in which this Note is
registered,  this  Note  shall be accompanied by an instrument of transfer, in a
form  satisfactory  to  Borrower,  duly  executed  by the Holder or the Holder's
authorized  attorney,  together with an amount sufficient to pay any transfer or
similar tax.  Borrower shall promptly issue, execute and deliver to the Holder a
certificate  or  certificates  for the number of shares of Common Stock to which
the  Holder  shall  be  entitled  upon  the conversion.  The conversion shall be
deemed  to  have been effected immediately prior to the close of business on the
date  that  the  Holder  surrenders the Note, and the person entitled to receive
shares of Common Stock issuable upon conversion will be treated for all purposes
as  the record holder or holders of such shares of Common Stock as of that date.
All  shares  of  Common  Stock  delivered  on conversion of this Note will, upon
delivery,  be  duly and validly issued and fully paid and nonassessable, free of
all  liens  and  charges  and  not  subject  to  any  preemptive  rights.

(c)     Borrower  shall  pay  all  interest  on the principal amount of the Note
surrendered  for  conversion  accrued to the date of conversion.  Borrower shall
pay  any  and  all  taxes, documentary, stamp or similar issue or transfer taxes
that  are  payable  with  respect to the issuance or delivery of Common Stock on
conversion  of  this  Note; provided, that the Borrower shall not


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be  required  to  pay any tax payable in respect of any transfer involved in the
issue  or  delivery  of  shares of Common Stock in a name other than that of the
Holder.

23.     TERMINATION  OF REGISTRATION RIGHTS AGREEMENT.  The parties hereto agree
that  the  Registration  Rights Agreement between the parties hereto dated as of
August  8,  2002, is hereby terminated and cancelled and of no further force and
effect.

Except  as  specifically  modified by this Amendment herein, the remaining terms
and  conditions  of  the  Note  remain  in  full  force  and  effect.

IN  WITNESS  WHEREOF,  the parties hereto have executed this Amendment as of the
date  set  forth  above.

"HOLDER"                                "BORROWER"  or  "SAFEGUARD"

                                        SafeGuard Health Enterprises, Inc.


/s/  Jack  R.  Anderson                 BY: /s/ James E. Buncher
-------------------------                  -----------------------------
JACK  R.  ANDERSON                         JAMES  E.  BUNCHER
                                           President and Chief Executive Officer


                                        BY: /s/  Ronald  I.  Brendzel
                                           -------------------------
                                           RONALD  I.  BRENDZEL
                                           Senior Vice President and Secretary

                                           Federal Tax Identification Number
                                           52-1528581


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