EMPLOYMENT AGREEMENT

This Employment Agreement ("Agreement") is entered into as of _____ __, 20__, by
and  between  SafeGuard  Health  Enterprises,  Inc.,  a  Delaware  Corporation
("Corporation")  and  _____________  ("Employee").

The  Corporation  desires  to  have  the  benefits  of  Employee's knowledge and
experience as a full time employee and considers such employment a vital element
to  protecting and enhancing the best interests of the Corporation, and Employee
desires  to  be  employed  full  time  by  the Corporation.  The Corporation and
Employee  desire to enter into an agreement reflecting the terms under which the
Corporation  will  employ  Employee  as  a  Vice  President  of the Corporation.
Therefore,  the  Corporation  and  Employee  agree  to  the  following terms and
conditions:

1.     EMPLOYMENT  SERVICES  AND  DUTIES.  The  Corporation agrees to employ and
retain  the  services  of  Employee  and  Employee  hereby  agrees  to  continue
employment  with  the  Corporation  under the terms of this Agreement.  Employee
agrees to faithfully perform his duties associated with the officer position set
forth  above,  to  the  best  of  his  ability  and in the best interests of the
Corporation.

2.     TERM  OF  EMPLOYMENT.  The  term  of this Agreement shall commence on the
date  of the execution of this Agreement and shall continue until the earlier of
June 30, 2002, the date of Employee's death, or the date of termination pursuant
to  Sections  6  or  7  of  this  Agreement.

3.     COMPENSATION  TERMS.  The  Corporation  agrees to compensate Employee for
his  services  rendered  under  this  Agreement  as  follows:

     3.1     Base  Salary.  Effective  _____  __, 20__, and for the remainder of
             ------------
the  term  of  employment,  Employee shall receive a base salary of $___,___ per
year  unless  otherwise  increased by approval of the Corporation's Compensation
and  Stock  Option  Committee  (the  "Committee").

     3.2     Bonuses.  Employee  shall  be  entitled to participate in an annual
             -------
bonus  plan  approved  by  the  Committee.

     3.3     Benefits.  Subject to satisfaction of all eligibility requirements,
             --------
Employee  and  his dependents shall be entitled to and shall receive any and all
benefits  generally  available  to  executive  employees  of  the  Corporation,
including  participation  in  health, dental, vision and life insurance programs
and  retirement  plans.

     3.4     Indemnification.  The  Corporation  shall  indemnify  Employee  in
             ---------------
accordance  with  the  terms  and conditions of its then current indemnification
policies  applicable  to  directors  and/or  officers  of  the  Corporation.

4.     EXPENSES.  The  Corporation  authorizes  Employee to incur reasonable and
necessary  expenses  for  promoting  the  business  of  the  Corporation and its
subsidiaries  according to the policies of the Corporation with respect thereto.

5.     VACATION.  Employee  shall  be  entitled  to  four weeks of paid vacation
during  any  fiscal  year.  Such  vacation  shall  be taken at such times as are
mutually  agreed upon by Employee and the Chief Executive Officer.  It is agreed
by  the  parties  hereto that there shall be no carry-over of unused vacation in
excess  of  two (2) weeks from any calendar year to the next calendar year while
this  Agreement  is  in  effect.


                                  Exhibit 10.6
                                       -1-
<PAGE>
6.   TERMINATION  BY  CORPORATION.

     6.1     The  Corporation  may terminate Employee at any time without cause.

     6.2     The  Corporation  may  terminate  Employee  for "Cause" which shall
mean:

          6.2.1     The  failure  of  Employee  to  render  services  to  the
Corporation  in  accordance  with  his  employment  duties,  as  determined by a
majority  of  the independent directors of the Corporation's Board of Directors;
or

          6.2.2     The  commission  by  Employee  of  an  act  of  fraud  or
embezzlement  or  an  act  in  violation  of  his  duties to the Corporation; or

          6.2.3     The  death or "permanent disability" of Employee.  Permanent
disability  shall  occur if, during the term of this Agreement, Employee becomes
physically  or mentally disabled such that he is substantially unable to perform
his  duties  hereunder  and  such  disability continues for three (3) continuous
months.

     6.3     Notice  of  Termination.  Any  termination  of  Employee  by  the
             -----------------------
Corporation  shall  be  communicated  by  a  written  Notice  of  Termination to
Employee.  For purposes of this Agreement, a Notice of Termination shall specify
the  termination  provision  of  this  Agreement  relied  upon  to  effect  such
termination  and  shall  set  forth  in reasonable detail the specific facts and
circumstances  claimed to provide a basis for termination of Employee as well as
the  date  of  termination.

7.   TERMINATION  BY  EMPLOYEE.

     7.1     Termination.
             -----------

          7.1.1     At any time, upon thirty (30) days advance written Notice of
Termination  delivered  to  the  Chief  Executive  Officer  of  the Corporation,
Employee  may  voluntarily  terminate  his  employment  with  the  Corporation.

          7.1.2     Upon  thirty (30) days advance written Notice of Termination
delivered  to  the  Chief  Executive  Officer  of  the Corporation, Employee may
terminate  his  employment  at any time hereunder for "Good Reason" as is herein
defined.

     7.2     Good  Reason  means:
             ------------

          7.2.1     The  substantial  diminution  of Employee's authority or job
responsibilities with the Corporation within one (1) year of a Change in Control
as  defined  in  Paragraph  7.3;  or

          7.2.2     A  failure  by  the  Corporation to comply with any material
provision  of  this  Agreement  that  has not been cured within thirty (30) days
after  written  notice  of  such noncompliance has been given by Employee to the
Corporation.


                                  Exhibit 10.6
                                       -2-
<PAGE>
     7.3     "Change  in  Control"  occurs  if:
              -------------------

          7.3.1     Substantially all the assets of the Corporation are sold to,
or  the  Corporation  is  merged  with,  any  "person,"  as that term is used in
Sections  13(d) and 14(d)(2) of the Securities Exchange Act of 1934, or (ii) any
person or group becomes or is discovered to be a beneficial owner, as defined in
Rule  13d-3  under the Exchange Act as in effect on the date hereof, directly of
securities  of  the  Corporation representing fifty percent (50%) or more of the
combined  voting power of Corporation's then outstanding securities, unless such
person  or  group  owns at least fifty percent (50%) of such voting power on the
effective  date  of  this  Agreement,  excepting  therefrom  any  transaction as
contemplated by this Paragraph 7.3.1 which involves CAI Partners and Company II,
L.P.,  CAI  Capital  Partners  and Company II, L.P., and Jack R. Anderson or any
combination  of  such  entities  or  person.

          7.3.2     The  transaction  as  set  forth  in that certain Term Sheet
Agreement  dated as of March 1, 2000, between the Corporation, various investors
and  lenders, is specifically excluded from the definition of Change in Control,
above.

8.   PAYMENT  UPON  TERMINATION.

     8.1     Date.  The "Termination Date" shall be the effective date specified
             ----
in the Notice of Termination as provided for in Paragraphs 6.3, 7.1.1 and 7.1.2.

     8.2     Termination  by  Corporation.  In  the  event  the  Corporation
             ----------------------------
terminates Employee pursuant to Paragraphs 6.2.1 or 6.2.2, the Corporation shall
pay  to  Employee  his  full salary through the Termination Date after which the
Corporation  shall have no further obligation in any form whatsoever to Employee
under  this  Agreement.

     8.3     Permanent  Disability.  In  the  event  the  Corporation terminates
             ---------------------
Employee  due  to  permanent  disability  pursuant  to  Paragraph  6.2.3,  the
Corporation  shall  pay to Employee his full salary through the Termination Date
and  fifty  percent  (50%)  of Employee's annual salary then in effect, in equal
amounts  on  regular  payroll  dates  over a period of nine (9) months following
termination.  Such  payments  shall  begin  at  the  Corporation's  next regular
payroll  date  following  the  Termination  Date.

     8.4     Termination  by  Corporation  or  Termination  by Employee for Good
             -------------------------------------------------------------------
Reason.  If  the Corporation terminates Employee's employment under Section 6.1,
or if Employee terminates his employment for Good Reason under Sections 7.2.1 or
7.2.2,  then;

          8.4.1     The  Corporation  shall  pay Employee his full salary at the
rate then in effect at the time of Notice of Termination and the prorata portion
of  his  bonus  through  the  Termination  Date;  and

          8.4.2     In lieu of any further compensation payments to Employee for
periods  subsequent  to  the  Termination  Date,  the  Corporation  shall pay as
severance  pay  to  Employee  an amount equal to one (1) times Employee's annual
compensation  rate then in effect, or the amount due under the remaining term of
this  Agreement,  whichever  is  less, but in no event shall such amount be less
than  an  amount equal to six (6) months of Employee's compensation rate then in
effect.  Such  payments  shall  be  made  in  substantially  equal  semimonthly
installments  on  the  fifteenth and last days of each month commencing with the
month in which the Termination Date occurs and continuing for such period, as is
applicable.


                                  Exhibit 10.6
                                       -3-
<PAGE>
     8.5     No  Duty  to  Mitigate.  Employee shall not be required to mitigate
             -----------------------
the  amount  of  any  payment  provided  for  in this Agreement by seeking other
employment  or  otherwise.

9.     CONFIDENTIAL  INFORMATION.  Employee agrees that he shall not, during the
term  of  this  Agreement,  and  for  a  period of three (3) years following its
termination,  absent  the Corporation's written consent, disclose to any person,
or  otherwise  use  or  exploit  any  non-public  proprietary  or  confidential
information  of  material significance to the Corporation and/or its affiliates,
including without limitation trade secrets, customer lists, records of research,
memoranda,  proposals,  reports,  methods,  processes,  techniques,  non-public
financial  information,  contracts, negotiations, business plans and strategies,
marketing  data or other non-public information regarding the Corporation and/or
any  of  its  affiliates,  their  business, properties or affairs ("Confidential
Information")  obtained  by  him  at  any  time  prior  to  or subsequent to the
execution of this Agreement, except to the extent required by his performance of
his  assigned  duties  for  the  Corporation,  including  its  affiliates.  Upon
termination of employment, Employee shall surrender all Confidential Information
and  all  other  property  belonging to the Corporation and its subsidiaries, it
being  understood  by  Employee that such documents are the sole property of the
Corporation  and that Employee shall not make any copies thereof.  Additionally,
the  terms  and  conditions  of  this  Agreement  shall  constitute Confidential
Information  and  shall  not  be disclosed by Employee except in accordance with
this  Section  9.

10.     NON-COMPETITION  AND  CONFLICTS  OF  INTEREST.  During  the term of this
Agreement  and  for  one  (1) year after termination of this Agreement, Employee
shall  not  work  for,  be  a  consultant  to  or provide any direct or indirect
services  to,  nor  make  or  cause  to  be  made  on his behalf, or maintain an
investment  in any business which is engaged, either in whole or in part, in any
business  which  is  competitive  with  or  detrimental to any businesses of the
Corporation,  or  its subsidiaries, except that Employee may make or maintain an
investment  of no more than one percent (1%) of any outstanding class of capital
stock  of  any publicly traded Corporation, provided such class of capital stock
is  regularly  traded  by  the  public,  without prior written permission of the
Corporation.

11.     SEVERABILITY.  The  provisions  of  this  Agreement are severable.  If a
court  of  competent  jurisdiction determines that any one or more provisions of
this  Agreement is invalid, void, or unenforceable, in whole or in part, it will
be  severed  therefrom.  The  remaining  provisions of this Agreement shall then
continue  in  full  force  without  being  impaired  or  invalidated in any way.

12.  ASSIGNMENT;  BINDING  EFFECT.

     12.1     Assignability.  This  Agreement may be assigned by the Corporation
              -------------
to  any  successor  to all or substantially all of the business and/or assets of
the  Corporation.

     12.2     Corporation's  Obligation  Upon  Assignment  or  Succession.  The
              -----------------------------------------------------------
Corporation  shall  require  any  successor,  whether  direct  or  indirect,  by
purchase, merger, consolidation or otherwise, to all or substantially all of the
business  and/or  assets  of  the  Corporation or assignee of this Agreement, to
expressly  assume  and agree to perform this Agreement in the same manner and to
the  same extent that the Corporation would be required to perform it if no such
succession  had  taken  place.


                                  Exhibit 10.6
                                       -4-
<PAGE>
13.     SUCCESSORS  AND  ASSIGNS.  This  Agreement shall inure to the benefit of
and  be  binding on the parties and their respective successors and assigns.  If
Employee should die while any amounts would still be payable to him hereunder if
he  had  continued  to  live,  all  such  amounts, unless otherwise provided for
herein,  shall  be  paid  in  accordance  with  the  terms  of this Agreement to
Employee's devisee, legatee, or other designee or, if there be no such designee,
to  Employee's  estate.

14.     ENTIRE  AGREEMENT.  This  Agreement constitutes the entire understanding
between  the  parties  concerning  the  subject  matter  hereof.  This Agreement
supersedes  all  negotiations,  prior  discussions,  and preliminary agreements.
This  Agreement  may not be amended except in a writing executed by the Employee
and  the  Corporation.

15.     GOVERNING  LAW.  This  Agreement  shall  be governed by and construed in
accordance  with  the  laws  of  the  State  of  California,  regardless  of the
application  of  conflicts  of  laws  principles.

16.     NOTICES.  All  notices,  requests,  demands  and  other  communication
required  or contemplated under this Agreement, shall be in writing and shall be
deemed  to  have been duly given when delivered personally or when enclosed in a
properly  sealed and addressed envelope, registered or certified, return receipt
requested,  and  deposited,  postage  prepaid,  in  the  United  States  mail.

Any  notice given to the Corporation under the terms of this Agreement, shall be
addressed  to  the  Corporation  as  follows:

                       SafeGuard Health Enterprises, Inc.
                                  95 Enterprise
                          Aliso Viejo, California 92656
                Attention: President and Chief Executive Officer

Any  notice  to  be  given to Employee shall be addressed to the Employee's home
address  last  shown  on  the Corporation's records, or at such other address as
either  party  may  hereafter  designate  in  writing  to  the  other.

17.     WAIVER.  No  waiver  of any of the provisions of this Agreement shall be
deemed,  or  shall  constitute,  a waiver of any other provision, whether or not
similar,  nor  shall any waiver constitute a continuing waiver.  No waiver shall
be  binding  unless  executed  in  writing  by  the  party  making  the  waiver.

18.     CONSTRUCTION.  Whenever  herein  the  singular  number is used, the same
shall  include  the  plural, and the masculine gender shall include the feminine
and  neuter  genders.  The captions, section numbers, article numbers, and index
appearing  in this Agreement are inserted only as a matter of convenience and in
no way define, limit, construe, or describe the scope or intent of such sections
or  articles  of  this  Agreement  nor  in  any  way  affect  this  Agreement.


                                  Exhibit 10.6
                                       -5-
<PAGE>
19.     ARBITRATION.  Any  dispute regarding any aspect of this Agreement or any
act  that allegedly has or would violate any provision of this Agreement must be
submitted  to  arbitration  in Orange County, California, in accordance with the
rules  of  the  Judicial  Arbitration  and  Mediations  Service  ("JAMS") as the
exclusive remedy for such claim or dispute.  Either party may invoke this clause
by serving on the other, in writing, a request to arbitrate.  Within thirty (30)
days  thereafter,  either  party  may institute proceedings in superior court to
enforce  this  clause  by  way  of  reference  pursuant  to  Section  638 of the
California  Code  of  Civil  Procedure.  If the parties cannot mutually select a
judge  from  the  JAMS  panel, the superior court shall make the selection.  The
decision  of  JAMS  will be final and binding.  The prevailing party in any such
arbitration shall be entitled to reimbursement by the losing party for all costs
and  expenses  incurred  thereby,  including  but  not  limited  to  reasonable
attorneys'  fees.



IN  WITNESS  WHEREOF,  the  parties have duly executed this Agreement as of this
____  day  of  ___________,  20___.



EMPLOYEE                                  SAFEGUARD  HEALTH  ENTERPRISES,  INC.


___________________________________      By:___________________________________
Name                                     Title:________________________________

____________________________________     By:___________________________________
Address                                  Title:________________________________

____________________________________
City,  State,  Zip

____________________________________
Employee's  Social  Security  Number


                                  Exhibit 10.6
                                       -6-
<PAGE>