SECOND AMENDMENT TO RIGHTS AGREEMENT

     This SECOND AMENDMENT TO RIGHTS AGREEMENT (the "Amendment") is entered into
as  of  March  9,  2000  by  and  between  SAFEGUARD HEALTH ENTERPRISES, INC., a
Delaware  corporation  (the  "Company"),  and  AMERICAN  STOCK  TRANSFER & TRUST
COMPANY,  as  Rights  Agent  (in  such  capacity,  the  "Rights  Agent").

                                    RECITALS:

     A.     The  Company and the Rights Agent are parties to that certain Rights
Agreement,  dated  as  of  March  22, 1996, as amended (the "Rights Agreement").
Unless  otherwise  defined  herein, capitalized terms used herein shall have the
respective  meanings  ascribed  thereto  in  the  Rights  Agreement.

     B.     The  Company  has  entered  into a Term Sheet Agreement, dated as of
March  1,  2000  (the  "Term  Sheet  Agreement"),  by and among the Company, CAI
Partners and Company II, L.P., CAI Capital Partners and Company II, L.P. Jack R.
Anderson,  Silicon  Valley  Bank, John Hancock Mutual Life Insurance Company and
other  holders  of  Senior  Notes of the Company and Steven J. Baileys, DDS (the
"Investors"  and  individually,  an  "Investor"), pursuant to which, among other
things,  certain Investors have loaned an aggregate of $8,000,000 to the Company
(the  "Loan").  In  addition, the Investors agreed to purchase from the Company,
and  the  Company  agreed  to  sell,  subject  to  certain  conditions, Series A
Preferred Stock, Series B Preferred Stock, Series C Preferred Stock and Series D
Preferred  Stock  (the  "Preferred  Stock")  for an aggregate of $20,000,000 and
Series  A  Convertible  Notes,  Series B Convertible Notes, Series C Convertible
Notes  and  Series  D  Convertible  Notes (the "Convertible Notes") an aggregate
principal  amount  of $5,000,000.  The Preferred Stock and the Convertible Notes
shall  be  subject  to  certain  conditions,  convertible  into  Common  Stock.

C.     In addition, pursuant to the Term Sheet, the Investors agreed to vote for
certain  matters  facilitating  the effectuation of the Term Sheet Agreement and
for  certain  designees  to  the  Board  of  Directors  of  the  Company.

D.     The  Board  of  Directors  of  the  Company  has unanimously approved the
execution  and  delivery  of  the  Term  Sheet and the transactions contemplated
thereby,  including,  without  limitation,  Loan,  the issuance of the Preferred
Stock  and  Convertible Notes to the Investors and the issuance of the shares of
Common  Stock  issuable  upon  the  exercise  or  conversion  thereof;

NOW,  THEREFORE,  in  consideration of the premises, the parties hereby agree as
follows:

     "Section  36.  The March 1, 2000 Term Sheet Agreement.  Notwithstanding any
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provision  of  this  Agreement to the contrary, none of the Investors under that
certain Term Sheet Agreement dated March 2, 2000, of the Company shall be deemed
to become an Acquiring Person and no Distribution Date or Stock Acquisition Date
shall  occur  or  be  deemed  to  occur,  in  any  case,  solely  by  reason of:

(i)     the  execution or delivery by the Company of the Term Sheet Agreement or
the  performance  by  the  Company  of  its  obligations  thereunder;

(ii)     issuance by the Company to the Investors under the Term Sheet Agreement
of  the  securities  described  therein;

(iii)     the  issuance  to, or the acquisition by, any of such Investors or any
of  their  respective  Affiliates or Associates of shares of common stock of the
Company  issued  or  issuable  upon  securities;  or

(iv)     the announcement, commencement or consummation of any of the foregoing.
IN  WITNESS  WHEREOF, the undersigned have executed this Amendment as of the day
and  year  first  above  written.

SAFEGUARD  HEALTH  ENTERPRISES,  INC.,
a  Delaware  corporation
By:____________________________________
Name:__________________________________
Title:_________________________________

By:____________________________________
Name:__________________________________
Title:_________________________________
AMERICAN  STOCK  TRANSFER  &  TRUST
COMPANY
By::___________________________________
Authorized  Officer


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