LOAN DOCUMENT PURCHASE AND ASSIGNMENT AGREEMENT
                 -----------------------------------------------


     THIS  LOAN  DOCUMENT PURCHASE AND ASSIGNMENT AGREEMENT (the "Agreement") is
made  as  of  this  30th day of June, 2000 (the "Effective Date") by and between
Silicon  Valley Bank ("Assignor") and those certain other parties executing this
Agreement  as shown on the signature page hereto (collectively the "Assignees").

                                    RECITALS
                                    --------

     A.     Assignor is a party to certain loan documents which evidence certain
loans  by Assignor to SafeGuard Health Enterprises, Inc., a Delaware corporation
("Borrower"),  which  are listed on Exhibit "A" attached hereto and incorporated
herein  by  this  reference  and  collectively  referred  to herein as the "Loan
Documents."  Copies  of  the Loan Documents are attached hereto as Exhibit "A-1"
and  incorporated  herein  by  this  reference.

     B.     Assignees  and  Assignor  desire  for  Assignees  to purchase all of
Assignor's  right,  title, and interest in and to the Loan Documents and all the
indebtedness of Borrower to Assignor evidenced thereby for an aggregate purchase
price  of  $5,000,000  FIVE  MILLION  DOLLARS  ($5,000,000).

     C.     Assignor  desires  to transfer to Assignees all of Assignor's right,
title,  and  interest  in  and to the Loan Documents and all the indebtedness of
Borrower  to  Assignor  evidenced  thereby on the terms and conditions set forth
herein.

                                    AGREEMENT
                                    ---------

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

     1.     Payment  of  Purchase  Price.  At the Closing (hereinafter defined),
            ----------------------------
the  Assignees  shall  pay  to  Assignor  the  aggregate sum of $5,000,000 (FIVE
MILLION  DOLLARS)  by wire transfer, cashier's check, or other readily available
funds (the "Purchase Price").  The obligations of the Assignees shall be several
and  not  joint  under this Agreement.  Each Assignee shall be only obligated to
pay  the respective portion of the aggregate $5,000,000 Purchase Price reflected
under  the  respective  signature  of the Assignee on the signature page hereto.

     2.     Conditions  to  Obligations of the Assignor.  The obligations of the
            -------------------------------------------
Assignor  hereunder  shall be subject to and conditioned upon the receipt of the
entire  $5,000,000  Purchase  Price by the Assignees collectively.  The Assignor
shall  not  be obligated to close the transaction contemplated by this Agreement
unless  the  total  aggregate  Purchase  Price  is  paid  by  the Assignees  The
obligations  of  the  Assignor  hereunder shall not be subject to or conditioned
upon  any  other  conditions  precedent.

     3.     Conditions  to Obligations of the Assignees.  The obligations of the
            -------------------------------------------
Assignees  hereunder shall be subject to and conditioned upon the receipt of all
required  regulatory  approvals necessary to consummate the change of control of
the  Borrower  resulting  from  the  transactions contemplated by the Term Sheet
Agreement  (referenced  as  Item 1 on Exhibit A hereto) and contemplated by this
Agreement  which  results  in  a change of the acquiring parties as such term is
defined  under  the governmental regulations applicable to the change of control
of  Borrower.  Other  than receipt of such required regulatory approvals and the
accuracy  of  the  representations and warranties of the Assignor on the date of
Closing,  the  obligations of the Assignees hereunder shall not be subject to or
conditioned  upon  any  other  conditions  precedent.


                                        1
<PAGE>
     4.     Closing.  The  closing  (the  "Closing")  under this Agreement shall
            -------
occur  simultaneously  with  the  closing  of  the  sale  of the Preferred Stock
pursuant  to  the  Term  Sheet  Agreement.

     5.     Assignment  of  Loan  Documents.  In consideration of the receipt of
            -------------------------------
the Purchase Price, Assignor shall grant, assign, convey, transfer, and set over
to  Assignees  (i) all of the Loan Documents, including, without limitation, the
promissory  notes  included therein, (ii) all sums payable thereunder, and (iii)
all of Assignor's rights, title and interest in the collateral securing the Loan
as  described  in  the  Loan  Documents and all rights to enforce any guaranties
contained  therein, together with all its rights, remedies and powers, benefits,
fees  and  revenues  pertaining  thereto,  with  good right to collect, enforce,
release  and  discharge  the  same,  as  well  as  any  and  all liens, security
interests,  assignments  and  financing  statements  existing  and  securing the
obligation, in and under the Loan Documents thereunder, to have and hold each of
the Loan Documents, together with all right, title, interest, liens, privileges,
claims,  demands  and equities existing and to exist in connection thereunder or
as  security  therefor  unto Assignees, their respective successors and assigns.
Simultaneously with the Closing under this Agreement and receipt of the Purchase
Price  by  Assignor,  Assignor  shall  endorse to Leslie B. Daniels as Agent for
Assignees  those  Loan  Documents  consisting of negotiable promissory notes and
Assignor  shall  deliver to Assignees the original Loan Documents.  In addition,
simultaneously with the Closing under this Agreement and receipt of the Purchase
Price  by  Assignor,  Assignor  shall  execute and deliver to Assignees such UCC
financing  statement change forms as may be reasonably requested by Assignees to
reflect  the  assignment  herein.  Except as expressly set forth in Section 7 of
this  Agreement,  the  sale  and  assignment  pursuant to this Agreement is made
without  recourse  to  Assignor  and  without any representation and warranty by
Assignor.

     6.     Acceptance  of  Assignment.  Effective  as of the Closing hereunder,
            --------------------------
Assignees  shall accept the assignment set forth in Section 5 of this Agreement.

     7.     Assignor's  Representations.  As of the Effective Date and as of the
            ---------------------------
date  of  the Closing, Assignor represents, warrants, and covenants to Assignees
that  Exhibit  A  sets  forth  a  true  and complete list of all the agreements,
documents,  and  instruments  entered  into  in connection with the transactions
contemplated  by  the  Loan  Documents;  that  the  copies of the Loan Documents
attached  as Exhibit A-1 are true, accurate and complete copies of the originals
of  such  documents;  that  the  Loan Documents have not been amended, modified,
supplemented  or  released  except  as reflected in copies of the Loan Documents
attached  as Exhibit A-1; that Assignor is the present legal and equitable owner
and  holder  of  each  of  the Loan Documents described herein, the indebtedness
evidenced  thereby,  and  all  pledges, liens and security interests existing in
connection  therewith  and securing payments thereof; that Assignor has the full
right  and authority to transfer and convey each of the Loan Documents described
herein,  the  indebtedness  evidenced  thereby and all security therefor, and to
execute  this  Agreement;  that  the  Assignor  has  not  assigned,  mortgaged,


                                        2
<PAGE>
hypothecated,  granted  a  security interest in, or otherwise encumbered, any of
the  Loan  Documents, the indebtedness evidenced thereby or any of said liens or
security  to  any other parties; that, as of the Effective Date $7,044,824.68 is
the  outstanding  principal  amount  of the Loan Documents; that, as of June 15,
2000,  interest  due under the Loan Documents has been paid through December 31,
1999;  that,  to  the  best of Assignor's knowledge, no defense, counterclaim or
right  of  setoff  exists with respect to the indebtedness evidenced by the Loan
Documents  and  that  the  Borrower has not asserted to Assignor that any exist;
that  Assignor  has  not  subordinated  the indebtedness represented by the Loan
Documents  to  any  other  indebtedness  of  Borrower;  that,  to the Assignor's
knowledge,  the  liens  evidenced  by  the  Loan Documents are valid against the
collateral  described  therein;  and  that  Assignor has not released any of its
rights  of  security  for  payment  of  any  indebtedness  evidenced by the Loan
Documents.  Assignor  expressly  waives  and  releases  any  and all rights that
Assignor  may  now  have  or  hereafter have to establish or enforce any lien or
security  interest  existing under any of the Loan Documents as security for the
payment  of  any  other  or  future  indebtedness  of  Borrower  to  Assignor.

          Assignor further represents, warrants and covenants that, in the event
it receives any payments from Borrower on the indebtedness evidenced by the Loan
Documents  from  and  after  the  Effective  Date, Assignor shall remit all such
payments to Leslie B. Daniels as Agent for Assignees on the date of Closing and,
in  the  event  it  receives  any  such  payments after the date of the Closing,
Assignor  shall  promptly  remit all such payments to Leslie B. Daniels as Agent
for  the  Assignees.

     8.     Assignees'  Representations.  Assignees  jointly  and  severally
            ---------------------------
represent,  warrant  and  covenant  to  Assignor  the  following:

     (a)     Except  with  respect  to  a  breach  of  the  representations  and
warranties  specifically  made  by Assignor in Section 7 of this Agreement or an
action  for  specific  performance  if  Assignor  improperly fails or refuses to
consummate  the Closing under this Agreement, that, to the extent Assignees have
or  may  have  any  claims,  rights or recourse against Assignor relating to the
indebtedness  of  the  Borrower,  or  this  Agreement,  Assignees  fully release
Assignor  from  and against any and all such liability, intend this Agreement to
be  a  full  and  final  accord  and satisfaction of any such claims, rights, or
recourse,  known or unknown, and acknowledge that they are familiar with Section
1542  of the California Civil Code, and hereby waive and relinquish any right or
benefit  they  have or may have under Section 1542 of the California Civil Code,
which  provides:

     A  general  release  does  not extend to claims which the creditor does not
     know or suspect to exist in his favor at the time of executing the release,
     which if known by him must have materially affected his settlement with the
     debtor.

     (b)     That  Assignees have conducted their own investigation and analysis
of  the  Borrower  and  the  Loan  Documents  and  are  not  relying  on  any
representations  or warranties of Assignor, except for those representations and
warranties  specifically  made  by  Assignor  in  Section  7  of this Agreement.

     (c)     If Assignor must disgorge the payment of the Purchase Price, or any
portion  thereof,  Assignor receives from Assignees, Assignees shall immediately
reconvey,  assign  and transfer to Assignor all right, title and interest in the
Loan  Documents,  or  the  respective  portion  thereof,  and  take  all further
necessary  actions  to  ensure  and protect the rights of Assignor.  If Assignor
must disgorge any amounts received from Borrower prior to the Closing, Assignees
shall  assign  to  Assignor  such  rights  in  the  Loan  Documents  as Assignor
reasonably requests to enforce the Loan Documents with respect to such disgorged
amount.


                                        3
<PAGE>
     9.     Further  Assurances.  Assignor and Assignees shall at their own cost
            -------------------
and  expense  execute,  acknowledge, file, and record such further documents and
instruments  and  shall take such other actions as may be reasonably required or
appropriate  to  carry  out  the  intent  and  purposes  of  this  Agreement.

     10.     Attorneys' Fees.  Should any party hereto reasonably retain counsel
             ---------------
for  the purposes of enforcing or preventing the breach of any provision hereof,
including,  but  not  limited to, the instituting of any action or proceeding to
enforce  any  provision  hereof, for damages for reason of any alleged breach of
any  provision  hereof,  for  declaration  of such party's rights or obligations
hereunder,  or  for any other judicial or equitable remedy, then, if said matter
is  settled  by  judicial  determination  (which term includes arbitration), the
prevailing  party,  whether  at  trial  or  on  appeal,  shall  be  entitled  to
reimbursement  by  the  losing  party  to the prevailing party for all costs and
expenses  incurred thereby, including, but not limited to reasonable attorneys',
accountants'  and  appraisers'  fees.

     11.     Binding  on  Heirs and Successors.  This Agreement shall be binding
             ---------------------------------
on  and  shall  inure  to  the  benefit of the heirs, executors, administrators,
successors  and  assigns  of  the  parties  hereto.

     12.     Entire  Agreement,  Modification,  Waiver.  This Agreement contains
             -----------------------------------------
the  entire  agreement  of  the  parties  and supersedes any prior agreements or
understandings,  whether written or oral, relating to the subject matter hereof.
Any oral representations, supplements or modifications concerning this Agreement
shall  be  of  no  force  or  effect  unless  contained  in a subsequent written
modification  signed  by  the  party  to  be  charged.  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  delay  or  failure  to assert rights hereunder shall be
deemed,  or  shall  constitute,  a  waiver  of  such rights.  No waiver shall be
binding  unless  executed  in  writing  by  the  party  making  the  waiver.

     13.     Governing  Law  and Venue.  This Agreement shall be governed by the
             -------------------------
laws of the State of California without regard to its principles of conflicts of
law.  The  parties hereto each submit to the exclusive jurisdiction of the state
and  federal  courts  in  Santa Clara County, California for the purposes of any
legal  actions  between  Assignor  and  Assignees arising out of this Agreement.

     14.     Captions.  The  captions  and  section headings used herein are for
             --------
convenience  and  for  ease  of  reference  only  and constitute no part of this
Agreement or understanding between the parties hereto, and no reference shall be
made thereto for the purpose of construing or interpreting any of the provisions
hereof.

     15.     Survival  of  Warranties.  The  warranties and representations, and
             ------------------------
covenants  of  the parties hereunder shall survive the transactions contemplated
herein.


                                        4
<PAGE>
     16.     Counterparts.  This Agreement may be executed simultaneously 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.

     17.     Parties in Interest.  Nothing in this Agreement, whether express or
             -------------------
implied, is intended to confer any rights or remedies under or by reason of this
Agreement  on  any  persons  other  than the parties hereto and their respective
successors and assigns, nor is anything in this Agreement intended to relieve or
discharge  the obligation or liability of any third persons to any party to this
Agreement,  nor  shall  any  provision  give  any  third  persons  any  right of
subrogation  or  action  over  or  against  any  party  to  this  Agreement.

     18.     Singular, Plural, etc.  Whenever the singular number is used herein
             ----------------------
and  when  required  by  the context, the same shall include the plural, and the
masculine  gender  shall  include  the feminine and neuter genders, and the word
"person"  shall  include  corporation,  firm, partnership, joint venture, trust,
estate,  or  other  association.

     19.     Invalidity.  In the event that any condition, covenant, promise, or
             ----------
other  provision  herein contained is held to be invalid or void by any court of
competent jurisdiction, the same shall be deemed severable from the remainder of
this  Agreement  and  shall  in  no  way  affect  any  other  covenant, promise,
condition,  or  other  provision herein contained.  If such condition, covenant,
promise, or other provision shall be deemed invalid due to its scope or breadth,
such  provision  shall  be  deemed  valid  to the extent of the scope or breadth
permitted  by  law.

     20.     Exhibits.  All  Exhibits  referred  to  herein  are hereby attached
             --------
hereto  and incorporated herein by this reference with the same force and effect
as  if  fully  set  forth  herein.

     21.     Agency.  Nothing  contained  in  this  Agreement shall be deemed or
             ------
construed  by  the  parties  hereto  or  by  any  third  person  to  create  the
relationship  of principal and agent or of partnership or of joint venture or of
any  other  association.  Each  of  the  parties  hereto expressly disclaims any
intention  to  create  a  partnership,  joint  venture,  or  principal-agent
relationship.

     22.     Execution.  This Agreement shall be executed in duplicate original.
             ---------
Transmittal  of  fully-executed  signature pages to the other party by facsimile
shall  be  deemed to constitute execution, provided original signature pages are
simultaneously  transmitted  to  that  party  by  overnight  mail.

     23.     Waiver of Jury Trial.  THE PARTIES HERETO EACH WAIVE THEIR RIGHT TO
             --------------------
A  JURY  TRIAL OF ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR BASED UPON THIS
AGREEMENT,  THE LOAN DOCUMENTS OR ANY CONTEMPLATED TRANSACTION, INCLUDING CLAIMS
BASED  ON  CONTRACT,  TORT,  BREACH  OF DUTY AND ANY AND ALL OTHER CLAIMS.  THIS
WAIVER  IS  A MATERIAL INDUCEMENT FOR BOTH PARTIES TO ENTER INTO THIS AGREEMENT.
EACH  PARTY  HAS  REVIEWED  THIS  WAIVER  WITH  ITS  COUNSEL.


                                        5
<PAGE>
IN WITNESS WHEREOF, the parties have executed this Agreement as set forth below.

                                     ASSIGNOR:

                                     SILICON  VALLEY  BANK


                                     By   /s/  Nido  L.  Paras
                                       -----------------------------------------
                                     Name:  Nido  L.  Paras
                                     Title:  Senior  Vice  President

                                     ASSIGNEES:

                                     CAI  PARTNERS  AND  COMPANY  II,  L.P.

                                     By:  CAI PARTNERS G.P. AND COMPANY,
                                          L.P., GENERAL  PARTNER


                                     By:   /s/  Leslie  B.  Daniels
                                        ----------------------------------------
                                        Leslie  B.  Daniels

                                     CAI CAPITAL PARTNERS AND COMPANY
                                     II,  L.P.

                                     By:  CAI  CAPITAL  PARTNERS G.P. AND
                                          COMPANY, L.P., GENERAL PARTNER


                                     By:   /s/  Leslie  B.  Daniels
                                        ----------------------------------------
                                        Leslie  B.  Daniels

                                     CAI CAPITAL PARTNERS AND COMPANY
                                     II-C,  L.P.


                                     By:   /s/  Manfred  W.  Yu
                                        ----------------------------------------
                                     Its:  Assistant  Secretary
                                         ---------------------------------------

                                     THE  BAILEYS  FAMILY  TRUST


                                     By:   /s/  Steven  J.  Baileys
                                        ----------------------------------------
                                        Steven J. Baileys, D.D.S., Trustee


                                       /s/  Jack  R.  Anderson
                                     -------------------------------------------
                                     Jack  R.  Anderson


                                        6
<PAGE>
                                     The Burton Partnership, Limited Partnership

                                     By:  /s/  Donald  W.  Burton
                                        ----------------------------------------
                                        Donald  W.  Burton, General Partner

                                       /s/  James  E.  Buncher
                                     -------------------------------------------
                                     James  E.  Buncher

                                       /s/  Ronald  I.  Brendzel
                                     ------------------------------------------
                                     Ronald  I.  Brendzel

                                       /s/  Dennis  L.  Gates
                                     ------------------------------------------
                                     Dennis  L.  Gates

The  Borrower  hereby  consents  to  the  transactions  contemplated  herein,
acknowledges  that, effective as of the date of the Closing, the Loan Documents,
including,  without  limitation,  all  sums  payable  thereunder shall have been
acquired by Assignees and acknowledges that future payments thereafter should be
sent  to  Leslie  B.  Daniels,  767  Fifth Avenue, 5th Floor, New York, New York
10153,  as  Agent  for  Assignees.

                                     BORROWER:
                                     SAFEGUARD HEALTH ENTERPRISES, INC.,
                                     a Delaware  corporation

                                     By:     /s/  James  E.  Buncher
                                        ----------------------------------------
                                     Name:   James  E.  Buncher
                                     Title:  President


                                        7
<PAGE>
                                    EXHIBIT A
                             LIST OF LOAN DOCUMENTS


1.   Term  Sheet  Agreement  dated  March  1,  2000,   among  SafeGuard   Health
     Enterprises,  Inc., CAI Partners and Company II, L.P., CAI Capital Partners
     and Company II, L.P., Jack R. Anderson,  Steven J. Baileys,  Silicon Valley
     Bank and the holders of 7.91% Senior Notes of SafeGuard Health  Enterprises
     due September 30, 2005.

2.   $500,000  Straight Note,  dated May 24, 1999,  payable to SafeGuard  Health
     Enterprises,  Inc. by Anaheim Place Partners, L.P. with Allonge, dated June
     21, 1999, payable to the order of Silicon Valley Bank, as Collateral Agent

3.   Amended and  Restated  Loan and  Security  Agreement,  dated May 27,  1999,
     between  Silicon Valley Bank,  Lender,  and SafeGuard  Health  Enterprises,
     Inc., Borrower

4.   Deed of Trust, Absolute Assignment of Leases and Rents, Security Agreement,
     Fixture  Filing and  Subordination  Agreement,  dated May 28,  1999,  among
     SafeGuard Health Enterprises, Inc., Trustor, Chicago Title Company, Trustee
     and Silicon Valley Bank, Collateral Agent

5.   Negative Pledge  Agreement,  dated May 28, 1999,  between  SafeGuard Health
     Enterprises, Inc., Borrower, and Silicon Valley Bank, Lender

6.   Pledge  Agreement,  dated May 28, 1999,  by SafeGuard  Health  Enterprises,
     Inc., Pledgor, and Silicon Valley Bank, Pledgee

7.   Collateral  Agency and Intercreditor  Agreement,  dated May 28, 1999, among
     SafeGuard  Health  Enterprises,  Inc.,  Silicon  Valley Bank, as Collateral
     Agent, and the Senior Noteholders

8.   Collateral Assignment of Deed of Trust, dated June 22, 1999, from SafeGuard
     Health Enterprises,  Inc.,  Assignor,  to Silicon Valley Bank as Collateral
     Agent, Assignee

9.   $200,000  Credit Note and  Security  Interest,  dated  September  12, 1997,
     payable  to  SafeGuard  Health  Enterprises,  Inc.,  by  Associated  Dental
     Services, Inc.

10.  $300,000 Credit Note and Security Interest, dated October 13, 1997, payable
     to SafeGuard Health Enterprises, Inc. by Associated Dental Services, Inc.

11.  $150,000  Credit Note and  Security  Interest,  dated  November  14,  1997,
     payable  to  SafeGuard  Health  Enterprises,   Inc.  by  Associated  Dental
     Services, Inc.

12.  $200,000  Credit Note and  Security  Interest,  dated  December  10,  1997,
     payable  to  SafeGuard  Health  Enterprises,   Inc.  by  Associated  Dental
     Services, Inc.


                                        8
<PAGE>
13.  $150,000 Credit Note and Security Interest, dated January 13, 1998, payable
     to SafeGuard Health Enterprises, Inc. by Associated Dental Services, Inc.

14.  $50,000 Credit Note and Security Interest, dated March 16, 1998, payable to
     SafeGuard Health Enterprises, Inc. by Associated Dental Services, Inc.

15.  $200,000 Credit Note and Security  Interest,  dated April 29, 1998, payable
     to SafeGuard Health Enterprises, Inc. by Associated Dental Services, Inc.

16.  $150,000 Credit Note and Security Interest, dated June 16, 1998, payable to
     SafeGuard Health Enterprises, Inc. by Associated Dental Services, Inc.

17.  $50,000 Credit Note and Security Interest,  dated July 23, 1998, payable to
     SafeGuard Health Enterprises, Inc. by Associated Dental Services, Inc.

18.  $150,000 Credit Note and Security Interest,  dated August 12, 1998, payable
     to SafeGuard Health Enterprises, Inc. by Associated Dental Services, Inc.

19.  Opinion  Letter,  dated May 28, 1999, to Silicon Valley Bank from Ronald I.
     Brendzel,  Senior Vice  President and General  Counsel of SafeGuard  Health
     Enterprises,  Inc., regarding First Waiver, Pledge, Intercreditor Agreement
     and Warrant

20.  UCC-1,  Financing Statement #9915960576 filed June 4, 1999, with California
     Secretary of State between SafeGuard Health Enterprises,  Inc., Debtor, and
     Silicon Valley Bank, as Collateral Agent, Secured Party

21.  UCC-1,  Financing  Statement  #9805560634  filed  February 18,  1998,  with
     California  Secretary of State between SafeGuard Health Enterprises,  Inc.,
     Debtor, and Silicon Valley Bank, Secured Party

22.  UCC-1,  Financing  Statement  #033613 filed  February 18, 1998,  with Texas
     Secretary of State between SafeGuard Health Enterprises,  Inc., Debtor, and
     Silicon Valley Bank, Secured Party

23.  UCC-1,  Financing  Statement  #2152 filed February 24, 1998, with St. Louis
     County,  Missouri Recorder of Deeds,  between SafeGuard Health Enterprises,
     Inc., Debtor, and Silicon Valley Bank, Secured Party

24.  UCC-1,  Financing Statement #2880806 filed February 18, 1998, with Missouri
     Secretary of State, between SafeGuard Health Enterprises, Inc., Debtor, and
     Silicon Valley Bank, Secured Party.

25.  UCC-1,  Financing Statement #01004984 filed February 18, 1998, with Arizona
     Secretary of State between SafeGuard Health Enterprises,  Inc., Debtor, and
     Silicon Valley Bank, Secured Party


                                        9
<PAGE>
26.  UCC-1,  Financing  Statement  #980000036413  filed February 18, 1998,  with
     Florida  Secretary of State between  SafeGuard  Health  Enterprises,  Inc.,
     Debtor, and Silicon Valley Bank, Secured Party

27.  UCC-1,  Financing  Statement  #19982011158  filed  February 18, 1998,  with
     Colorado  Secretary of State between  SafeGuard Health  Enterprises,  Inc.,
     Debtor, and Silicon Valley Bank, Secured Party


                                       10
<PAGE>