SAFEGUARD HEALTH ENTERPRISES, INC.

                          AGREEMENT AMONG STOCKHOLDERS
                          ----------------------------


     This Agreement Among Investors (this "Agreement") is entered into this 31st
day  of  January,  2001, by and among those certain parties listed in Schedule 1
attached  hereto  (individually  an  "Investor,"  collectively the "Investors").

     WHEREAS,  the  Investors  are stockholders of SafeGuard Health Enterprises,
Inc.,  a  Delaware  corporation  (the  "Company");  and

     WHEREAS,  the  Investors  hold  certain shares of Series A Preferred Stock,
Series  B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock
of  the  Company  (the  "Preferred  Stock") issued pursuant to that certain Term
Sheet  Agreement,  dated  as  of March 1, 2000, by and among the Company and the
Investors  (the  "Term  Sheet  Agreement");  and

     WHEREAS,  certain  of  the  Investors also hold shares of Common Stock, per
value  $.01  per  share,  of  the  Company  (the  "Common  Stock");  and

     WHEREAS,  pursuant  to  the  Term  Sheet Agreement, the Investors desire to
enter  into  this  Agreement  to  set forth certain understandings regarding the
transfer  and  voting  of  the shares of Common Stock and Preferred Stock now or
hereafter  owned  by  the  Investors;

     NOW,  THEREFORE,  in consideration of the premises and the mutual terms and
conditions  set  forth  in  this  Agreement,  the parties hereto hereby agree as
follows:


                                    ARTICLE I

                                 AGREEMENT STOCK
                                 ---------------

     1.1     Securities Subject Hereto.  The provisions of this Agreement shall,
             -------------------------
except  as  hereinafter  specifically  provided,  apply  to:

     (a)     All  shares  of  Common Stock of the Company now owned or hereafter
acquired  by  any Investor including, without limitation, shares of Common Stock
of  the  Company  issued  upon  conversion  of the Preferred Stock and shares of
Common  Stock  of  the  Company issued upon the exercise of any stock options or
warrants;

     (b)     All shares of Preferred Stock of the Company now owned or hereafter
acquired  by  any  Investor  including,  without limitation, shares of Preferred
Stock  of the Company issued upon conversion of those certain Series A, B, C and
D  Convertible  Notes  issued  to  the  Investors  pursuant  to  the  Term Sheet
Agreement;


                                       1
<PAGE>
     (c)     All shares of capital stock of the Company hereafter acquired by an
Investor in respect of, in lieu of or in exchange for the shares of Common Stock
referred  to  in  Section  1.1(a)  above  or  for  the shares of Preferred Stock
referred to in Section 1.1(b) above, whether by reason of any stock split, stock
dividend,  reverse  split,  recapitalization, merger, exchange or otherwise; and

     (d)     All  shares  of  capital stock of the Company hereafter acquired by
any Investor pursuant to any subscription or rights to acquire additional shares
of  capital  stock  of  the Company which subscription or other right to acquire
capital  stock of the Company is measured by or attributable to the ownership of
any  shares  of  capital  stock  made subject to this Agreement by the foregoing
provisions  of  this  Section  1.1.

All  the  shares of capital stock of the Company described above in this Section
1.1  are  hereinafter  referred  to  as  "Agreement  Stock."


                                   ARTICLE II

                       PROVISIONS APPLICABLE TO TRANSFERS
                       ----------------------------------

     2.1     Transfers  Subject  to  Agreement.  No  Investor  shall  transfer,
             ---------------------------------
assign,  convey,  pledge  or  otherwise  encumber any shares of Agreement Stock,
whether voluntarily, involuntarily or by operation of law, except subject to and
bound by the provisions of this Agreement.  Any transfer of Agreement Stock must
be  conditioned upon the transferor or assignee expressly agreeing in writing to
the  terms  of  this  Agreement  and  acknowledging  that the Agreement Stock is
subject  to  and  bound  by  the  provisions of this Agreement.  Any certificate
evidencing  shares  of  Agreement  Stock  transferred  by an Investor shall have
placed  thereon the restrictive legend described in Article V of this Agreement.


                                   ARTICLE III

                                VOTING AGREEMENT
                                ----------------

     3.1     Voting  Agreement.
             -----------------

          (a)     Each  Investor  hereby  agrees to vote all shares of Agreement
Stock  held  by  such  Investor  to  approve  an amendment to the Certificate of
Incorporation  of  the  Company  increasing  the  authorized number of shares of
Common  Stock  of  the  Company  to  40  million or more shares in order to have
sufficient  authorized and unissued shares of Common Stock reserved for issuance
upon  the  conversion  of  the  Preferred  Stock  issuable to the Investors upon
conversion  of  the  Convertible  Notes.

          (b)    Each Investor hereby agrees not to vote any shares of Agreement
Stock to approve any change in the size of the Board of Directors of the Company
from  its  current  number  of seven, whether to increase or decrease such size.


                                       2
<PAGE>
          (c)     Each  Investor  hereby  agrees  to take all actions necessary,
including,  without limitation, voting all shares of Agreement Stock held by the
Investor  to cause Stephen J. Blewitt to be appointed or elected to the Board of
Directors  of  the  Company  as  the  director  elected by the Series B, C and D
Preferred  Stock, voting together as a single class, effective as of the date of
this  Agreement.


                                   ARTICLE IV

                                  REQUIRED SALE
                                  -------------

     4.1     Required  Sale.  In  the  event  that  certain  of  the  Investors
             --------------
consisting  of  CAI  Partners  and  Company  II,  L.P., CAI Capital Partners and
Company  II, L.P. and Jack R. Anderson (the "Selling Investors") shall determine
to  sell  or  exchange  (whether in a business combination or some other form of
transaction)  all,  but not less than all, of the shares of Agreement Stock held
by  such  Selling  Investors  in  a bona fide arms-length transaction to a third
party  and  such  transaction  satisfies  the  following  conditions:

     (a)     The  proposed transferee has offered to acquire all the outstanding
shares  of  capital  stock  of  the  Company  in  the  transaction;

     (b)     The  transaction has been approved by the Board of Directors of the
Company;  and

     (c)     If  the  total consideration payable by the proposed transferee for
the acquisition of all the outstanding shares of capital stock of the Company is
less  than  $30  million,  the  Company  has received a fairness opinion from an
investment  banker  that  the  transaction  is  fair  to the stockholders of the
Company  from  a  financial  standpoint;

then, upon the written request of the Selling Investors, all the other Investors
(the  "Required  Sellers")  shall (a) sell, transfer and deliver, or cause to be
sold,  transferred  and  delivered,  to  the  proposed  transferee,  on the same
financial  terms  and  conditions  as  applicable  to the Selling Investors, all
shares  of  Agreement  Stock held by the Required Sellers and (b) if stockholder
approval of the transaction is required, vote all shares of Agreement Stock held
by  the  Required  Sellers  to  approve the transaction.  In the event of a sale
pursuant  to  this  Section 4.1, the transferee shall not be required to acquire
the  shares  of  Agreement Stock subject to the terms of this Agreement and this
Agreement  shall  terminate  upon  the  consummation  of  the  transaction.  The
provisions  of  this  Section  4.1  shall terminate and have no further force or
effect whatsoever from and after six (6) years after the date of this Agreement.


                                       3
<PAGE>
                                    ARTICLE V

                               RESTRICTIVE LEGEND
                               ------------------

     5.1     Restrictive  Legend.  Each certificate representing Agreement Stock
             -------------------
shall  have  placed  thereon  a  legend  in  substantially  the  following form:

     THE  VOTING  AND  TRANSFER  OF  THE  SHARES  OF  STOCK  REPRESENTED BY THIS
     CERTIFICATE ARE SUBJECT TO AN AGREEMENT AMONG STOCKHOLDERS DATED _________,
     2000, A COPY OF  WHICH  IS ON FILE  AT THE PRINCIPAL OFFICE OF THE COMPANY,
     AND SUCH SHARES MAY NOT BE VOTED OR SOLD OR OTHERWISE DISPOSED OF EXCEPT IN
     STRICT  ACCORDANCE  WITH  THE  TERMS  OF  THAT  AGREEMENT.  A  COPY OF SUCH
     AGREEMENT  WILL  BE  FURNISHED  WITHOUT  CHARGE  TO  THE  HOLDER   OF  THIS
     CERTIFICATE UPON RECEIPT BY THE COMPANY AT ITS PRINCIPAL  PLACE OF BUSINESS
     OR REGISTERED OFFICE OF A WRITTEN REQUEST FROM THE HOLDER  REQUESTING  SUCH
     COPY.


                                   ARTICLE VI

                     SPECIFIC PERFORMANCE AND OTHER REMEDIES
                     ---------------------------------------

     6.1     Remedies.  The  parties  hereby  declare  that  it is impossible to
             --------
measure  in money the damages which will accrue to a party hereto by reason of a
failure  of  any  party  hereto  to  perform  any  of its obligations under this
Agreement.  Therefore,  if  any  party  hereto  shall  institute  any  action or
proceeding to enforce the provisions hereof, each party hereto against whom such
action  or proceeding is brought hereby waives the claim or defense therein that
such  party  has  an adequate remedy of law, and no party shall urge in any such
action  or proceeding the claim or defense that such remedy at law exists.  Each
party hereby acknowledges that the shares of Agreement Stock are unique chattels
and  each  party  to  this  Agreement  shall be entitled to exercise any and all
available  remedies  for  a  violation  of  any  of the terms of this Agreement,
including,  but  not limited to, the equitable remedy of specific performance as
specified  above  and  injunctive  relief.


                                   ARTICLE VII

                                   TERMINATION
                                   -----------

     7.1     Termination  as to an Investor.  Notwithstanding anything herein to
             ------------------------------
the  contrary, this Agreement shall terminate as to any Investor effective as of
the date and the time such Investor ceases to own any shares of Agreement Stock.
Upon  any  such  termination,  such  Investor  shall  have  no further rights or
obligations  hereunder  except  that rights or remedies of such Investor arising
out  of the breach of this Agreement by any other party hereto prior to the date
and  time  of  such  termination  shall  not  be  affected  by such termination.


                                       4
<PAGE>
                                  ARTICLE VIII

                                  MISCELLANEOUS
                                  -------------

     8.1     Notices.  All  notices,  claims,  demands  and other communications
             -------
hereunder shall be in writing and shall be deemed given upon (a) confirmation of
receipt  of  a  facsimile  transmission,  (b)  confirmed  delivery by a standard
overnight  carrier  (c)  when  delivered  by  hand or (d) the expiration of five
business  days  after  the  day  when  mailed  by  registered  or certified mail
(postpaid  prepaid,  return  receipt  requested),  addressed to the Investors at
their  respective  addresses  as  shown  on  the  books  of  the  Company.

     8.2     Entire Agreement; Amendments.  This Agreement sets forth the entire
             ----------------------------
understanding  of  the  parties  and  supersedes  all  prior  agreements  or
understandings,  whether  written  or  oral,  with respect to the subject matter
hereof.  No terms, conditions, or warranties, other than those contained herein,
and no amendments or modifications hereto, shall be valid unless made in writing
and  signed  by  all  parties  hereto.

     8.3     Binding  Effect/Assignability.  This  Agreement shall extend to and
             -----------------------------
be binding upon and inure to the benefit of the parties hereto, their respective
heirs,  legal  representatives,  successors  and  assigns.

     8.4     Invalid  Provisions.  If any provision of this Agreement is held to
             -------------------
be  illegal,  invalid  or  unenforceable  under present or future laws effective
during  the  term  hereof,  such  provisions  shall  be fully severable and this
Agreement  shall  be  construed  and  enforced  as  if  such illegal, invalid or
unenforceable  provision  had  never  comprised a part hereof with the remaining
provisions  remaining  in full force and effect and not affected by the illegal,
invalid  or  unenforceable provision or by severance here from.  Furthermore, in
lieu  of  such  illegal, invalid or unenforceable provision there shall be added
automatically  as part of this Agreement a provision as similar in terms to such
illegal,  invalid,  or  unenforceable  provision as may be possible and still be
legal,  valid  and  enforceable.

     8.5     Headings/Captions.  The  captions  to  sections  and subsections of
             -----------------
this  Agreement  have  been  inserted  solely for convenience and reference, and
shall not control or effect the meaning or construction of any of the provisions
of  this  Agreement.

     8.6     Waiver;  Remedies.  Waiver  by any party hereto of any breach of or
             -----------------
exercise  of  any rights under this Agreement shall not be deemed to be a waiver
of similar or other breaches or rights or a future breach of the same duty.  The
failure  of  a  party  to  take  any  action  by reason of any such breach or to
exercise  any  such  right  shall not deprive any party of the right to take any
action  at  any  time  while  such breach or condition giving rise to such right
continues.  Except  as  expressly  limited  by this Agreement, the parties shall
have  all  remedies  permitted  to  them  by this Agreement or law, and all such
remedies  shall  be  cumulative.

     8.7     Attorneys'  Fees.  If  any  legal  action  or  other  proceeding is
             ----------------
brought  for  the  enforcement  of  this  Agreement,  or  because of its alleged
dispute,  breach,  default,  or  misrepresentation in connection with any of the
provisions  of  this  Agreement,  the  successful  or  prevailing party shall be
entitled  to recover reasonable attorneys' fees and other costs incurred in that
action  or  proceeding,  in  addition  to  any  other  relief to which it may be
entitled.


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<PAGE>
     8.8     Further  Assurances.  The  parties  hereto  agree  to  execute,
             -------------------
acknowledge  and  deliver  to  the  other  any  further  instruments that may be
reasonably  required  to  give  full  force and effect to the provisions of this
Agreement;  provided,  however,  that neither party shall be required to deliver
any  other  instrument  which expands its duties, obligations or representations
and  warranties,  or  which  diminishes  its  rights  under  this  Agreement.

     8.9     Governing  Law.  This  Agreement shall be governed by and construed
             --------------
in  accordance  with  the  laws  of  the  State  of  Delaware.

     8.10     Counterparts.  This  Agreement  may  be  executed  in  two or more
              ------------
counterparts,  each  of  which  shall  be deemed an original, but which together
shall  constitute  one  and  the  same  agreement.

                  (REMAINDER OF PAGE INTENTIONALLY LEFT BLANK)



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<PAGE>
SAFEGUARD HEALTH ENTERPRISES,
INC.                                        CAI  CAPITAL  PARTNERS AND COMPANY
                                            II-C,  L.P.
By:  /s/  James  E.  Buncher
   ------------------------------------
    James E. Buncher, President
                                            By:  /s/  Manfred  W.  Yu
                                               ---------------------------------
By:  /s/  Ronald  I.  Brendzel                  Manfred  W.  Yu
   ------------------------------------         Assistant Secretary
    Ronald I. Brendzel, Secretary

                                            JOHN  HANCOCK  LIFE  INSURANCE
THE  BAILEYS  FAMILY  TRUST                 COMPANY f/k/a JOHN HANCOCK MUTUAL
                                            LIFE  INSURANCE  COMPANY

By:  /s/  Steven  J.  Baileys               By:  /s/  Stephen  J.  Blewitt
   ------------------------------------        ---------------------------------
     Steven J. Baileys, D.D.S., Trustee     Name:  Stephen  J.  Blewitt
                                                 -------------------------------
                                            Title:  Authorized  Signatory
THE  BURTON  PARTNERSHIP,  LIMITED                ------------------------------
PARTNERSHIP
                                            JOHN  HANCOCK  VARIABLE  LIFE
By:  /s/  Donald  W.  Burton                INSURANCE  COMPANY
   ------------------------------------
     Donald W. Burton, General Partner      By:  /s/  Stephen  J.  Blewitt
                                               ---------------------------------
                                            Name:   Stephen  J.  Blewitt
CAI PARTNERS AND COMPANY II, L.P.                -------------------------------
                                            Title:   Authorized  Signatory
                                                  ------------------------------

By:  CAI PARTNERS GP & CO., L.P.,           INVESTORS  PARTNER  LIFE  INSURANCE
     GENERAL  PARTNER                       COMPANY

     By:  /s/  Leslie  B.  Daniels          By:  /s/  Stephen  J.  Blewitt
        -------------------------------        ---------------------------------
        Leslie B. Daniels, President of     Name:   Stephen  J.  Blewitt
        CLEA II Co., a General Partner           -------------------------------
                                            Title:   Authorized  Signatory
                                                  ------------------------------

CAI  CAPITAL  PARTNERS  AND                 MELLON  BANK,  N.A.,  solely  in its
COMPANY  II,  L.P.                          capacity  as  Trustee  for  the Bell
                                            Atlantic  Master Trust, (as directed
By:  CAI Capital Partners GP & Co., L.P.,   by  John Hancock Financial Services,
     General  Partner                       Inc.),  and  not  in  its individual
                                            capacity

     By:  /s/  Leslie  B.  Daniels          By:  /s/  Carole  Bruno
        -------------------------------          -------------------------------
        Leslie B. Daniels, President of     Name:  Carole  Bruno
        CLEA II Co., a General Partner           -------------------------------
                                            Title:  Authorized  Signatory
                                                  ------------------------------


                                        7
<PAGE>

THE  BURTON  PARTNERSHIP  (QP)  LIMITED
PARTNERSHIP

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


   /s/  Jack  R.  Anderson
---------------------------------------
Jack  R.  Anderson,  Individually


   /s/  Rose-Marie  Anderson
---------------------------------------
Rose-Marie  Anderson


   /s/  James  E.  Buncher
---------------------------------------
James  E.  Buncher,  Individually


   /s/  Ronald  I.  Brendzel
---------------------------------------
Ronald  I.  Brendzel,  Individually


   /s/  Dennis  L.  Gates
---------------------------------------
Dennis  L.  Gates,  Individually


                                        8
<PAGE>
                                   SCHEDULE 1

                                    INVESTORS


The  Baileys  Family  Trust
Jack  R.  Anderson
Rose-Marie  Anderson
The  Burton  Partnership,  Limited  Partnership
The  Burton  Partnership  (QP),  Limited  Partnership
CAI  Partners  and  Company  II,  L.P.
CAI  Capital  Partners  and  Company  II,  L.P.
CAI  Capital  Partners  and  Company  II-C,  L.P.
James  E.  Buncher
Ronald  I.  Brendzel
Dennis  L.  Gates
John  Hancock  Life  Insurance  Company
     (f/k/a  John  Hancock  Mutual  Life  Insurance  Company)
John  Hancock  Variable  Life  Insurance  Company
Investors  Partner  Life  Insurance  Company
     (f/k/a  John  Hancock  Life  Insurance  Company  of  America)
Mellon  Bank,  N.A.,  solely  in  its  capacity  as  Trustee
     for  Bell  Atlantic  Master  Trust,  (as  directed  by
John  Hancock  Life  Insurance  Company)
and  not  in  its  individual  capacity


                                        9
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