EXHIBIT 10.47 TO CURRENT REPORT ON FORM 8-K DATED AS OF APRIL 7, 2003
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April 7, 2003

Health Net, Inc.
21650 Oxnard Street
Woodland Hills, California 91367

Health Net Vision, Inc.
21650 Oxnard Street
Woodland Hills, California 91367

Health Net Life Insurance Company
21650 Oxnard Street
Woodland Hills, California 91367

RE:   LETTER OF INTENT

Gentlemen:

This  letter  of intent (the "LOI") is made and entered into as of April 7, 2003
by  and  among  SafeGuard  Health Enterprises, Inc. ("ENT") and its wholly-owned
subsidiaries,  SafeGuard  Health  Plans,  Inc.,  a  California corporation and a
California  Specialized  Health Care Service Plan, ("SafeGuard-California"), and
SafeHealth  Life  Insurance  Company,  a California corporation and a California
domiciled  Life,  Health  and  Disability Insurance Company, ("SafeHealth"), and
Health  Net,  Inc. ("HNI") and its wholly-owned subsidiaries, Health Net Vision,
Inc.,  a California corporation and a California Specialized Health Care Service
Plan  ("HNV")  and  Health  Net  Life  Insurance  Company,  a  Life,  Health and
Disability  Insurance  Company,  ("HNL"), whereby the parties agree as set forth
below.  HNI, HNV and HNL are sometimes collectively referred to herein as "HNT,"
while  ENT,  SafeGuard-California  and  SafeHealth  are  sometimes  collectively
referred  to  as  "SFGD."

     1.     INTRODUCTION  AND  DESCRIPTION  OF  THE  TRANSACTION.  As  further
described  below,  at the closing, (i) ENT would acquire from HNI all the issued
and  outstanding  capital  stock  of HNV through a Stock Purchase Agreement (the
"Stock  Agreement") and as part of such Stock Agreement, ENT would also acquire,
among  other things, all the HNV provider contracts, agent and broker contracts,
the commercial membership group and individual contracts, with the understanding
that  HNT employees, groups and individuals that have also purchased HNT medical
products  will  be transitioned to the HNT vision strategic partner upon renewal
of such contracts or earlier, and not including the group contracts for Medi-Cal
and other similar type government sponsored contracts (the "Government Sponsored
Contracts"),  provided  however,  that  prior  to closing, HNI shall cause to be
removed  from HNV all such Government Sponsored Contracts; (ii) SafeHealth would
acquire  from  HNL all of the California commercial vision business underwritten
and/or  controlled  by  HNL  including  but  not  limited  to,  all  the  group,
individual,  preferred  provider, and agent contracts relating to the California
commercial  vision


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business  of HNL, through an Assumption and Indemnity Reinsurance Agreement; and
(iii) ENT would cause HNV and/or SafeHealth, as may be applicable, to enter into
an Administrative Services Agreement (the "ASA") upon closing of the Transaction
to provide for the transition of the vision business maintained by Health Net of
Arizona,  Inc. ("HNT-AZ"), through December 31, 2004, for which SFGD will charge
HNT  fifteen  percent  (15%)  of  the  claims  paid  by  HNV  or  SafeHealth, as
applicable,  related  to the HNT-AZ vision business, which fees shall be due ten
(10)  calendar  days  after receipt of a billing from HNV or SafeHealth, and HNL
shall  have  the  option to extend the ASA for an additional one (1) year period
for  a  rate  to be charged by HNV or SafeHealth to adequately compensate HNV or
SafeHealth  for  the  services  provided  under  the  ASA,  (collectively  the
"Transaction").

     2.     TRANSACTION  DOCUMENTS.  The  Transaction  will  be  set  forth  in
definitive  agreements  to  be prepared, negotiated and executed by the parties,
including but not limited to a Stock Purchase Agreement or such similar document
("SPA"),  an  Assumption  and  Indemnity  Reinsurance  Agreement  ("Reinsurance
Agreement"),  a  Network  Access  Agreement, as may be required, and an ASA, and
such other documents mutually determined to be necessary by the parties to carry
out  the  intent  of  this  LOI,  (the "Definitive Agreements").  The Definitive
Agreements  are  subject  to  approval  by  each  party's Board of Directors and
completion  of  due  diligence.

     3.     TRANSACTION.

     A.     ENT  would acquire from HNI one hundred percent (100%) of the issued
and  outstanding capital stock (the "Stock") of HNV through the SPA.  The assets
of  HNV  shall  include  its license to conduct business as a Specialized Vision
Health  Care  Service Plan in the state of California pursuant to the Knox-Keene
Health  Care  Service  Plan Act of 1975, as amended, and shall also include, but
not be limited to, the Tangible Net Equity requirements of HNV as of the closing
as  required by Title 28, Section 1300.76 of the California Code of Regulations,
("Minimum  TNE  Requirement"),  all the HNV provider contracts, agent and broker
contracts,  the  commercial membership group and individual contracts, and shall
not  include  the group contracts for Medi-Cal and other similar type government
sponsored  contracts  (the  "Government  Sponsored  Contracts"),  the Health Net
Employees,  groups and individuals that have also purchased HNT medical products
who  will  be  transitioned  to the HNT vision strategic partner upon renewal of
such  contracts  or  earlier, provided however, that prior to closing, HNI shall
cause  to  be  removed  from  HNV  all  such  Government  Sponsored  Contracts.

     B.     SafeHealth  would  acquire  from  HNL  at  closing,  through  the
Reinsurance Agreement, one hundred percent (100%) of HNL's California commercial
vision business in existence at the time of closing and susceptible to transfer,
including  all  of  the  vision group, individual, preferred provider, and agent
contracts  of  HNL,  provided  that,  if  any  such  asset is not susceptible to
transfer,  the  parties  will  negotiate in good faith to provide an appropriate
alternative  arrangement  that  results  in  the same or a substantially similar
economic  result  to  the  parties.


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     C.     ENT  would  cause  HNV  and/or  SafeHealth, as may be applicable, to
enter into the ASA upon closing of the Transaction to provide for the transition
of the vision business maintained by HNT-AZ through December 31, 2004, for which
SFGD  will  charge  HNT  fifteen  percent  (15%)  of  the  claims paid by HNV or
SafeHealth,  as  applicable,  related  to the HNT-AZ vision business, which fees
shall  be  due  ten  (10)  calendar  days after receipt of a billing from HNV or
SafeHealth,  and  HNL  shall have the option to extend the ASA for an additional
one  (1) year period for a rate to be charged by HNV or SafeHealth to adequately
compensate  HNV  or  SafeHealth  for  the  services  provided  under  the  ASA.

     4.     PURCHASE  PRICE.

     A.     The  purchase  price  for the Transaction will be an amount equal to
(i)  three million dollars ($3,000,000) plus; (ii) an amount equal to the amount
of  Tangible  Net  Equity  of  HNV in excess of the Minimum TNE Requirement (the
"Excess  Amount").  and  (iii)  fifty percent (50%) of the Pearle Vision Network
rental payment received by HNV after closing for the services provided by HNV to
Pearle  Vision  Network, to be paid by HNV to HNT by the fifteenth (15th) day of
the  month following the month that HNV receives such payment from Pearle Vision
Network,  for  the  month of service starting the month following the closing of
the Transaction through the month of service for December 2004.  ENT will pay to
HNT  in  cash  or by wire transfer at the closing all components of the Purchase
Price  except  those related to item (iii) above and the Minimum TNE Requirement
related  solely to HNV's Medi-Cal business.  The Minimum TNE Requirement related
solely  to  HNV's  Medi-Cal  business will be paid to HNT on the last day of the
full  quarter  following  the  closing.

     B.     From  and  after the execution of Definitive Agreements representing
the  Transaction  and  prior  to  closing, or in connection with the Request for
Material  Modification  to be filed by HNV for the sale of HNV to ENT, HNV shall
request  from  the  California  Department  of  Managed  Health  Care  (the
"Department"),  permission  to  withdraw,  and withdraw, from HNV at closing, or
before, as the case may be, the Excess Amount.  In the event that the Department
does  not  approve  HNV's  request to withdraw all, or any portion of the Excess
Amount,  ENT  shall, at the closing, and in addition to the $3,000,000 described
in  subsection  4.A  (i)  above,  pay  to HNI the Excess Amount, or that portion
thereof  that  the  Department  has  not  permitted  HNV  to  withdraw.

     5.     CLOSING.  Closing  shall  occur  as  of the last day of the calendar
month in which a) all required regulatory approvals of the Transaction have been
received  by  the parties hereto; and b) the earlier of the following shall have
occurred:  (i)  December  31, 2003; (ii) the transaction between ENT and HNI for
the  purchase  and  sale  of  Health  Net  Dental, Inc., (the "HND Transaction")
pursuant  to  the  Purchase  and Sale Agreement dated as of March 31, 2003, (the
"PAS  Agreement")  shall  have  terminated; or (iii) the HND Transaction closes.

     6.     VISION  SEVERANCE  CREDIT.  Upon the Closing of the Transaction, the
Vision  Severance  Credit  as defined in EXHIBIT E of the PAS Agreement shall be
eliminated  and  the parties agree to take all such necessary action and execute
and  deliver  such additional documents to effect the purpose of this provision.


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     7.     TRANSITION  AGREEMENTS.  The parties agree to cooperate in preparing
one  (1)  or  more  transition  agreements which agreements will provide for the
provision  of  certain  services  such  services  as  accounting  or information
technology  services  provided  by  HNI  relating  to the transfer of the vision
business  to  ENT,  and such other documents that may be necessary in connection
with  this  Transaction.

     8.     EMPLOYEES.  The  parties  hereto  agree  that they will consult with
each  other  concerning open positions that may exist within HNV and provide and
receive input with respect to filling such open positions.  HNT will provide ENT
with  a  list  of  open  positions within HNV upon execution of this LOI and the
parties  agree  to  review  such  open  positions to determine if they should be
filled.

     9.     NO  NEGOTIATION WITH OTHERS.  HNT agrees that upon execution of this
LOI,  and  for  so  long  as  it remains in effect, it will no longer solicit or
entertain  offers  or  enter  into  any  agreements  for any transaction that is
comparable  to  the  Transaction,  and  also will not furnish information to any
person  or  entity  for such purpose for the period through May 15, 2003, during
which  period  the  parties  will  use  their  good faith efforts to develop and
execute  the  Definitive  Agreements  setting forth the terms of the Transaction
described  herein.  Notwithstanding  the  foregoing, ENT acknowledges that it is
the  intent of HNT to enter into a strategic relationship agreement with another
party  to  sell  HNT  private  labeled vision products in California, Oregon and
Arizona  and  that  as  result of such strategic relationship agreement HNT will
continue  to  offer  and  sell  vision  products  in  such  states.

     10.     SOLICITATION  OF  EMPLOYEES.

     A.     In  the  event  that  the Transaction is not consummated, SFGD shall
not,  at anytime on or before May 15, 2005, initiate or maintain contact (except
for  those  contacts  made in the ordinary course of business) with any officer,
director or employee of HNV or HNI regarding HNV's or HNI's business, operation,
prospects  or  finances or solicit for employment or employ any employees of HNV
or  HNI  or  its  other  affiliates,  except with the express permission of HNI;
provided  however, application of this provision to employees of HNI, or any HNI
affiliates  other than HNV, is limited to employees of such companies engaged in
the  due  diligence  process  for  the  Transaction.

     B.     In the event that the Transaction is not consummated, HNI shall not,
at  any time on or before May 15, 2005, initiate or maintain contact (except for
those  contacts  made  in  the  ordinary  course  of business) with any officer,
director  or  employee  of,  ENT,  SafeGuard-California  or  SafeHealth that was
engaged  in  the  due  diligence  process  for the Transaction, regarding ENT's,
SafeGuard-California's  or  SafeHealth's  business,  operation,  prospects  or
finances  or  solicit for employment or employ any officer, director or employee
of,  ENT,  SafeGuard-California  or  SafeHealth  that  was  engaged  in  the due
diligence  process  for  the Transactions, except with the express permission of
ENT.

     11.     DEFINITIVE AGREEMENTS.  The parties agree to cooperate and use good
faith  efforts  to  prepare  and  execute  the  Definitive Agreements that shall
contain  such  additional  terms,


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conditions, covenants and indemnities as are typical of transactions such as the
Transactions,  by not later than May 15, 2003, and consummate the Transaction as
soon  as  possible thereafter.  HNI and ENT agree that the initial drafts of the
Definitive  Agreements  shall  be  the  responsibility  of  HNI  to  prepare.

     12.     REGULATORY  APPROVALS.  Consummation  of  the  Transaction  will be
subject to appropriate regulatory approvals or consents and the parties agree to
cooperate  with  one  another  in  securing  all  such  regulatory  approvals or
consents.

     13.     EXPENSES.  HNI  and  ENT  each agree to bear all their own expenses
with  respect to the Transactions. HNI agrees to be responsible for all business
brokerage  fees  that may be due to Shattuck Hammond Partners, LLC in connection
with  the  Transactions.

     14.     CONFIDENTIALITY.  The parties shall keep confidential the terms and
conditions  of  this  LOI,  the  discussions  between  the  parties,  and  the
Transaction,  until the Definitive Agreements are executed at which time HNI and
ENT  will  jointly  issue  a press release, agreed to in advance by both HNI and
ENT, announcing the execution of the Agreements, provided however, that upon the
execution  of this LOI the parties will jointly issue a press release, agreed to
in  advance  by both HNI and ENT, announcing the execution of this LOI.  HNI and
ENT  agree  that  neither party shall issue any press release, other than as set
forth  herein,  relating  to  the  Transaction, without the consent of the other
party  being  obtained  in advance in writing.  Nothing herein shall prevent the
disclosure  of  any  such information where the disclosure is required by law or
judicial  process,  including any applicable securities disclosure requirements.

     15.     DUE  DILIGENCE.  ENT  shall  define  and  communicate  to  HNI  any
additional due diligence requirements.  All due diligence shall be completed not
later  than  May  15, 2003.  The termination of this LOI and of the negotiations
for  the  proposed  Transaction  for  whatever  reason  shall  not result in any
obligation  or liability of any party hereto, other than as set forth in Section
15  hereof.

     16.     MERGER.  In the event ENT decides to merge, simultaneously with the
closing of the Transaction or shortly thereafter, HNV with SafeGuard-California,
HNI agrees to cooperate with SFGD in taking such reasonable actions necessary to
be  taken  by HNI to assist SFGD in accomplishing such a merger, should any such
actions  be  necessary.

     17.     BINDING  PROVISIONS.  Except  for  the agreements and provisions of
Sections  3,  4,  9,  10,  13  and  14  hereof,  which  shall constitute binding
agreements among the parties hereto, nothing in this Agreement creates a binding
obligation  of  any  of  the  parties  and  the  parties will not have a binding
agreement  for  the  Transaction unless and until all applicable parties execute
the  Definitive  Agreements.

     18.     ASSIGNMENT.  SFGD  may  assign  its  right  to  consummate  the
Transactions  to  one  or more of its affiliates provided that such affiliate is
reasonably acceptable to HNI. HNI shall not unreasonably withhold its consent to
any  such  assignment.


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     19.     COUNTERPARTS.  This  LOI  may  be  executed  in  two  (2)  or  more
counterparts,  each  of  which  will  be  deemed  an  original, but all of which
together  will  constitute  one  (1)  and  the  same  instrument.

     20.     TERMINATION.  This  LOI will terminate if the Definitive Agreements
are  not  executed  by  May  15,  2003  or such later date as may be approved in
writing  by  the  parties  hereto.

If this LOI is satisfactory, please so indicate by signing below and returning a
copy  to  ENT.

Very truly yours,

SAFEGUARD HEALTH ENTERPRISES, INC.
95 Enterprise, Suite 100
Aliso Viejo, CA 92656-2605


By:     /s/ James E. Buncher
   ----------------------------------
JAMES E. BUNCHER
President and Chief Executive Officer


SAFEGUARD HEALTH PLANS, INC.
95 Enterprise, Suite 100
Aliso Viejo, CA 92656-2605


By:     /s/ James E. Buncher
   ----------------------------------
JAMES E. BUNCHER
President and Chief Executive Officer

SAFEHEALTH LIFE INSURANCE COMPANY
95 Enterprise, Suite 100
Aliso Viejo, CA 92656-2605


By:     /s/ James E. Buncher
   ----------------------------------
JAMES E. BUNCHER
President and Chief Executive Officer


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Agreed to and Accepted:

Dated: April 7, 2003

HEALTH NET, INC.
21650 Oxnard Street
Woodland Hills, CA 91367


By:        /s/ B. Curtis Westen
        ----------------------------------
Name:      B. Curtis Westen
        ----------------------------------
Title:     General Counsel
        ----------------------------------


Dated: April 7, 2003

HEALTH NET VISION, INC.
21650 Oxnard Street
Woodland Hills, CA 91367


By:        /s/ David W. Anderson
        ----------------------------------
Name:      David W. Anderson
        ----------------------------------
Title:     President
        ----------------------------------


Dated: April 7, 2003

HEALTH NET LIFE INSURANCE COMPANY
21650 Oxnard Street
Woodland Hills, CA 91367


By:        /s/ David W. Anderson
        ----------------------------------
Name:      David W. Anderson
        ----------------------------------
Title:     President
        ----------------------------------


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