FIRST AMENDMENT TO STOCK PURCHASE AGREEMENT

     THIS  FIRST  AMENDMENT  TO  STOCK PURCHASE AGREEMENT (this "Amendment"), is
executed  this  first  day  of  November,  2001,  by  and among DENTAL SOURCE OF
MISSOURI  AND  KANSAS,  INC.,  a  Missouri  corporation ("Purchaser"), SAFEGUARD
HEALTH  PLANS,  INC.,  a  Missouri  corporation ("Company") and SAFEGUARD HEALTH
ENTERPRISES,  INC.,  a  Delaware  corporation,  ("Shareholder"),  being the sole
shareholder  of  the  Company.
                                R E C I T A L S:

     A.   Purchaser,  Company  and Shareholder are parties to that certain Stock
Purchase  Agreement,  dated  October  1,  2001  (the  "Agreement").

     B.   Purchaser,  Company  and  Shareholder  desire  to  amend the Agreement
pursuant  to  the  terms  set  forth  herein.

     C.   Terms  not  otherwise defined herein have the meaning set forth in the
Agreement.

     NOW,  THEREFORE,  in consideration of the mutual covenants set forth herein
and  other good and valuable consideration, the receipt and sufficiency of which
are  hereby  acknowledged,  the  parties  agree  as  follows:

     1.   LIABILITIES  NOT  ASSUMED. The provisions of Section 2.4(a) are hereby
          -------------------------                    --------------
deleted  in  their  entirety  and replaced with a new Section 2.4(a) as follows:
                                                      --------------
          "(a)  Any  liability  or  obligation  of  Company  and Shareholder for
          federal,  state,  local or foreign taxes whether or not incurred prior
          to  the  Effective  Date;"

     2.     DOCUMENTS  AND  OTHER  ITEMS  TO  BE  DELIVERED  BY PURCHASER AT THE
            --------------------------------------------------------------------
EFFECTIVE  DATE.  The  provisions  of  Section  3.3  are hereby deleted in their
----------------                       ------------
entirety  and  replaced  with  a  new  Section  3.3  as  follows:
                                       ------------
         "3.3  DOCUMENTS AND OTHER ITEMS TO BE DELIVERED BY PURCHASER
               ------------------------------------------------------
          AT  THE  EFFECTIVE DATE OR THEREAFTER. At the Effective Date
          -------------------------------------
          and  pursuant  to  this  Purchase Agreement, Purchaser shall
          deliver  the  Purchaser  Price  (less  $150,000.00,  which
          represents  the  statutory  deposit  held  by  the  Missouri
          Department  of  Insurance),  if  any,  to  Shareholder.  The
          remaining  $150,000.00  of  the  Purchase  Price  shall  be
          delivered  to  Shareholder  within  three  (3) business days
          after being released to Purchaser by the Missouri Department
          of  Insurance."

     3.     TAX  MATTERS.  The  following  provision  is  inserted at the end of
            ------------
Section  5.16  as  an  addition  to,  and not in lieu of or an amendment to, the
-------------
provisions  of  Section  5.16:
                -------------

          "Shareholder represents that it filed a consolidated federal
          income  tax  return  with  the  Company for the taxable year
          immediately  preceding  the  current  taxable  year."


<PAGE>
     4.     TERMINATION  OF  EMPLOYEE.  A  new  Section  8.11  is  added  to the
            -------------------------
Agreement  as  follows:

          "8.11  TERMINATION  OF EMPLOYEE. Shareholder shall be solely
                 -------------------------
          responsible  for  terminating  the  employees of the Company
          prior  to  the  Effective  Date and shall indemnify and hold
          harmless (in accordance with the provisions of this Purchase
          Agreement)  Company  and  Purchaser  and  their  directors,
          officers,  employees,  agents  and  affiliates, at all times
          after  the Effective Date, against and in respect of any and
          all  liability,  claims,  penalties,  damages  or  judgments
          relating to or arising from (i) any layoff or termination by
          Shareholder  of  any  of  the  employees  at  any time; (ii)
          Shareholder's  failure  to  terminate  all  employees  in
          accordance  with  the  terms of this Purchase Agreement; and
          (iii)  any  failure  by  Shareholder  to  pay  all severance
          benefits and all other wages and benefit costs to all former
          employees."

     5.     INDEMNITIES  OF  SHAREHOLDER.  Section  10.1(c) is hereby deleted in
            ----------------------------
its entirety and replaced with the following to correct a typographical error as
follows:

          "(c)  Any  and all claims, losses, expenses, damages, costs,
          obligations and liabilities resulting from or arising out of
          any and all liabilities and obligations of or claims against
          Company  and  Shareholder not expressly assumed by Purchaser
          pursuant to the terms of this Purchase Agreement, including,
          but  not  limited  to, any matter set forth in Section 2.4;"
                                                         ------------

     6.     CONFLICT.  In  the  event  of any conflict between the provisions of
            --------
the  Agreement  and  this  Amendment,  the  provisions  of  this Amendment shall
prevail.  Otherwise,  the  terms of the Agreement shall remain in full force and
effect.

     7.   COUNTERPARTS.  This  Agreement  may  be  executed  in  one  or  more
          ------------
counterparts,  each  of  which  shall  be  deemed  an original, but all of which
together  shall  constitute  one  and  the  same  instrument.


                         (Signatures begin on next page)


<PAGE>
     IN WITNESS WHEREOF, the parties hereto have duly executed this Amendment to
be  effective  as  of  the  date  set  forth  in  the  initial paragraph hereof.


                          PURCHASER:
                          ---------

                          Dental Economics, L.P., a Delaware limited partnership

                          By:  Dental Economics, L.L.C., a Delaware limited
                               liability company, itsgeneral partner


                               By:  /s/  James A. Taylor
                                    ----------------------
                                    James A. Taylor, President and Chief
                                    Executive  Officer

                          COMPANY:
                          -------

                          SafeGuard Health Plans, Inc., a Missouri corporation


                          By:  /s/  Dennis L. Gates
                               ----------------------
                               Dennis L. Gates, Senior Vice President and
                               Chief Financial Officer

                          By:  /s/  Ronald I. Brendzel
                               -------------------------
                               Ronald I. Brendzel, Senior Vice President
                               and  Secretary

                          SHAREHOLDER:
                          -----------

                          SafeGuard Health Enterprises, Inc., a Delaware
                          corporation

                          By:  /s/  Dennis L. Gates
                               ----------------------
                               Dennis L. Gates, Senior Vice President
                               and Chief Financial Officer

                          By:  /s/  Ronald I. Brendzel
                               -------------------------
                               Ronald I. Brendzel, Senior Vice President
                               and Secretary

<PAGE>