AGREEMENT FOR CONSULTING SERVICES

     This  Agreement  for  Consulting Services ("Agreement") is made and entered
into  by and between SAFEGUARD HEALTH ENTERPRISES, INC., a Delaware Corporation,
(hereinafter  referred to as "SAFEGUARD"), and STEVEN J. BAILEYS, DDS (hereafter
referred  to  as  "CONSULTANT"), as of this first day of June, 2000, and is made
with  reference  to  the  following  facts:

     A.     SAFEGUARD  is  a Delaware Corporation that is the parent corporation
of  various corporations specializing in dental managed care and indemnity plans
and  products.

     B.     CONSULTANT  is  an  individual who is experienced in the dental care
industry  and  is  a  licensed  dentist.

     C.     SAFEGUARD  desires  to  take advantage of CONSULTANT'S knowledge and
expertise,  and CONSULTANT desires to render consulting services to SAFEGUARD on
the  terms  and  conditions  set  forth  herein:

     NOW,  THEREFORE,  in  consideration  of  the mutual covenants, promises and
conditions  set  forth  herein,  the  parties  do  hereby  agree  as  follows:

     1.     PURPOSE  OF  THE  AGREEMENT.  CONSULTANT  shall  provide  consulting
services and advice to SAFEGUARD as requested by SafeGuard on all aspects of the
dental  managed  care  industry,  including  but  not  limited  to  acting  as a
spokesperson  for  SAFEGUARD  within  the  dental  managed care industry and the
professional  community,  as  well as assistance in maintaining SAFEGUARD client
relationships.  Such  consulting  services,  including  those  set forth in this
paragraph  and  such other services, shall be provided on a continuing basis for
as  long  as  this  Agreement  is  in  effect.  CONSULTANT  shall  report on his
activities  on  behalf  of  SAFEGUARD  to  SAFEGUARD'S  Chief Executive Officer.

     2.     SERVICES  PROVIDED.  SAFEGUARD  recognizes that CONSULTANT has other
outside  interests  and  will  not  spend  his  entire  time  as a consultant to
SAFEGUARD.  However,  CONSULTANT  covenants  and  agrees  to  make  available to
SAFEGUARD eight (8) days per month while this Agreement is in effect, consulting
with  and  providing  services  to SAFEGUARD at such times reasonably consistent
with  SAFEGUARD's  request, and consistent with the objectives of this Agreement
as  may  be  required.  The  parties  hereto  acknowledge  that  CONSULTANT is a
resident of Orange County, California and nothing contained herein shall require
CONSULTANT  to  relocate.

     3.     TERM OF AGREEMENT.  The term of this Agreement shall be for a period
of  twenty four months commencing on June 1, 2000 and continuing through May 31,
2002.  This  Agreement  may be terminated immediately by SAFEGUARD for an act of
fraud  or  gross  negligence  by  CONSULTANT.


                                  Exhibit 10.19
                                       -1-
<PAGE>
     4.     COMPENSATION.  In  consideration  of  the  services  provided  by
CONSULTANT  to  SAFEGUARD,  it  is agreed that during the term hereof, SAFEGUARD
shall  pay  CONSULTANT  the  amount  of  $16,666.67,  per  month, payable on the
twentieth  day  of  each  month this Agreement in effect, commencing on June 20,
2000.  CONSULTANT  shall  also  receive  as additional compensation, a bonus for
year  2000  in  an  amount equal to one percent (1%) of the audited and reported
EDITDA  results  for  SafeGuard  for  calendar  year  2000,  after  accrual  for
CONSULTANT'S  bonus  and all management incentive bonuses, which amount shall be
paid upon completion of SAFEGUARD'S annul certified financial audit.  CONSULTANT
shall  also be entitled to participate in a bonus plan for year 2001 designed to
parallel  the bonus plan for SAFEGUARD'S Chief Executive Officer, so as to yield
a  bonus  of  $40,000,  if SAFEGUARD achieves certain targeted financial results
during  2001.  For fiscal year 2002, CONSULTANT shall be entitled to participate
in  a  bonus plan designed to yield $40,000, provided SAFEGUARD achieves certain
targeted  financial  results  during 2002, prorated to the number of months this
Agreement  is  in  effect during 2002.  CONSULTANT shall also receive options to
purchase  200,000  shares  of  SAFEGUARD  common  stock at $1.00 per share to be
represented  by  a  separate  Stock  Option  Agreement  between  the  parties.

     5.     EXPENSES.  SAFEGUARD  shall  reimburse CONSULTANT for all reasonable
business  related  expenses  incurred  by  CONSULTANT while providing consulting
services  pursuant  to  this  Agreement, provided however, that CONSULTANT shall
have  obtained  SAFEGUARD'S  Chief Executive Officer's written approval prior to
incurring  expenses  in  excess  of $1,000 in any one month this Agreement is in
effect  or  during  any one business trip.  Such expenses shall be reimbursed to
CONSULTANT  within  thirty  days  after  CONSULTANT furnishes SAFEGUARD with the
proper  forms  and  receipts for such expenses.  CONSULTANT shall be responsible
for all expenses he incurs in connection with his performance of this Agreement,
except  as  specifically  provided  for  herein.

     6.     INDEPENDENT  CONTRACTOR.  It  is acknowledged and agreed that during
the  term  of  this Agreement, (a) the CONSULTANT is a self-employed independent
contractor;  and  (b) CONSULTANT shall not be deemed to be an employee, agent or
other  fiduciary of SAFEGUARD for any purpose, including but not limited to, (i)
inclusion  in  any  retirement benefit plan for the employees of SAFEGUARD, (ii)
participation  in  any  plan  or  program offering life, accident, and/or health
insurance  for the employees of SAFEGUARD, or (iii) participation in any medical
reimbursement  plan or other fringe benefit plan for the employees of SAFEGUARD,
with  the  exception  of SAFEGUARD'S Stock Option Plan, as may be applicable, or
any rights CONSULTANT may have as a Director of SAFEGUARD, as may be applicable.

     7.     WITHHOLDING  AND  TAXES.  It  is  acknowledged  and  agreed that the
relationship  between  CONSULTANT and SAFEGUARD does not require nor provide for
any  Social  Security  contributions,  Medicare contributions, other payroll tax
contributions or Workers' Compensation coverage by SAFEGUARD on the CONSULTANT'S
behalf,  nor does this relationship require any withholding of federal, state or
local  income tax or payment by SAFEGUARD of any such taxes.  Payment of any and
all  federal,  state  and  local income taxes and other employment related taxes
including  self-employment  taxes,  is  the  sole  responsibility of CONSULTANT.

     8.     ASSIGNMENT.  This  Agreement  may  be  assigned  by SAFEGUARD to any
successor  to  all  or substantially all of the business or assets of SAFEGUARD.
This Agreement shall inure to the benefit of and shall be binding on the parties
and  their  respective  successors  and  assigns.  This Agreement is intended to
secure the personal services of CONSULTANT.  It shall not be assignable, nor the
duties  delegated  thereunder by CONSULTANT, without the express written consent
of  SAFEGUARD.


                                  Exhibit 10.19
                                       -2-
<PAGE>
     9.     HOLD  HARMLESS.  Each  party  agrees to and shall indemnify and hold
harmless  the  other  party from and against any and all claims, costs, damages,
losses  and  expenses,  including  attorney's  fees and costs, arising out of or
resulting from the performance of each party's obligations under this Agreement.

     10.     RELEASE.  Each  party  hereto  does hereby forever, finally, fully,
unconditionally  and  completely  release, relieve, acquit, remise and discharge
the  other  party,  its  subsidiaries,  parents,  affiliates,  successors,
predecessors,  and  assigns,  and  all  past  and  present  employees, officers,
directors,  agents,  representatives,  attorneys,  insurers,  accountants  and
shareholders,  each in its, his or her individual and representative capacities,
(sometimes  individually  and  collectively referred to in this Agreement as the
"released  parties")  from  and  against any and all claims, debts, liabilities,
demands,  obligations,  promises,  acts,  agreements,  liens,  losses, costs and
expenses  (including,  without  limitation,  attorney's fees and related costs),
damages,  injuries,  suits,  actions,  and  causes of action of whatever kind or
nature,  whether  known  or  unknown,  suspected  or  unsuspected,  matured  or
unmatured,  liquidated or unliquidated, contingent or fixed, at law or in equity
(hereinafter  collectively "claims"), relating to any and all claims arising out
of  or  in  any  way  connected  with  the prior employment relationship between
CONSULTANT  and  SAFEGUARD.

     11.     OFFICE  SPACE AND MATERIALS.  Consultant may utilize certain office
space  as  designated by SAFEGUARD, supplies, telephone, computers and equipment
owned  by  SAFEGUARD  in the performance of CONSULTANT'S obligations pursuant to
this  Agreement.

     12.     OWNERSHIP  OF  WORK  PRODUCT.  SAFEGUARD  is  the sole owner of all
documents,  paperwork, work products and other information whether in written or
magnetic  media form, which may be produced by CONSULTANT in connection with the
performance  of  this  Agreement.  CONSULTANT  shall  deliver  such materials to
SAFEGUARD  immediately  upon  termination  of  this  Agreement.  Nothing in this
paragraph  or  in  this Agreement shall be interpreted as restricting CONSULTANT
from  freely using and utilizing, at any time and for any reason whatsoever, his
ideas,  concepts,  thought process, approaches, plans, techniques, and materials
that  were  generated,  formulated,  created  or  developed  by him at any time.

     13.     CONFIDENTIAL  INFORMATION.  CONSULTANT  hereby  acknowledges  that
SAFEGUARD  will  provide  certain  information,  materials,  documentation,
descriptive  literature,  expertise and other such property, regardless of form,
belonging  to  SAFEGUARD,  not  otherwise  available to the general public, that
constitutes confidential business information, proprietary data or trade secrets
of  SAFEGUARD  (collectively the "Proprietary Information") and such Proprietary
Information  will  be made available to CONSULTANT in confidence, solely for the
purpose  of enabling CONSULTANT to perform the consulting services under and for
the  term  of  this Agreement.  CONSULTANT hereby acknowledges that he shall not
acquire any ownership rights in the Proprietary Information.  During the term of
this  Agreement and for a period of five (5) years after the termination of this
Agreement,  CONSULTANT agrees not to disclose the Proprietary Information to any
third party, or make any independent use of the Proprietary Information, without
the  prior  written  consent  of  SAFEGUARD.  CONSULTANT  shall not, directly or
indirectly,  other  than  in  the  use  in  connection  with  this  Agreement,
appropriate,  use,  or  duplicate  SAFEGUARD'S  Proprietary Information, without
limitation,  or  any  portion  thereof  or  permit  any  other  person,  without
limitation,  to  appropriate,  use  or duplicate the Proprietary Information for
uses  not  directly  associated  with  the consulting services to be provided by
CONSULTANT  pursuant  to  this  Agreement.


                                  Exhibit 10.19
                                       -3-
<PAGE>
     14.     NON-COMPETITION AND CONFLICTS OF INTEREST.  During the term of this
Agreement  and  for  a  period  of  one  (1)  year after the termination of this
Agreement,  CONSULTANT  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 directly competitive with or detrimental to any
businesses  of  SAFEGUARD,  except  that  CONSULTANT  may  make  or  maintain an
investment of no more than five percent (5%) of any outstanding class of capital
stock  of  any  publicly traded company, provided such class of capital stock is
regularly  traded  by  the public, without prior written permission of SAFEGUARD
during  such  periods  described  in  this  section.  Nothing  contained in this
Agreement  shall  prohibit CONSULTANT from owing and/or operating dental offices
in  the  state  of  California, consistent with CONSULTANT'S license to practice
dentistry  in  California.

     15.     SEVERABILITY.  The  invalidity  or unenforceability of a particular
provision  of  this  Agreement shall not effect the other provisions hereof, and
the  Agreement  shall  be  construed  in  all  respects  as  if  all  invalid or
unenforceable  provisions  were  omitted.

     16.     ENTIRE  AGREEMENT.  This  Agreement  constitutes  the  entire
understanding  between  the  parties concerning the subject matter hereof.  This
Agreement supersedes all negotiations, prior discussions, preliminary agreements
and  that  certain  Employment Agreement between the parties dated as of May 25,
1995,  which  expired on May 31, 2000.  This Agreement may not be amended except
in  a  writing  executed  by  the  CONSULTANT  and  SAFEGUARD.

     17.     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.

     18.     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  a post office or branch post
office  regularly  maintained  by  the  United  States  Government.

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

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


                                  Exhibit 10.19
                                       -4-
<PAGE>
     Any  notice  to  be  given  to CONSULTANT under the terms of this Agreement
shall  be  addressed  as  follows:

                             Steven J. Baileys, DDS
                              30691 Hunt Club Drive
                   San Juan Capistrano, California 92675-1913

     Either  party  may designate a different address from that set forth herein
by  designating  such new address in writing to the other party pursuant to this
paragraph.

     19.     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.

     20.     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.

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


CONSULTANT                          SAFEGUARD  HEALTH  ENTERPRISES,  INC.,



/s/  Steven  J.  Baileys,  DDS      BY:  /s/  James  E. Buncher
------------------------------         --------------------------------------
STEVEN  J.  BAILEYS,  DDS              JAMES  E.  BUNCHER
                                       President and Chief Executive Officer

Social  Security  Number:           Witness:
###-##-####

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

                                        Federal  Tax  Identification  Number
                                        95-3800129


                                  Exhibit 10.19
                                       -5-
<PAGE>