REGISTRATION RIGHTS AGREEMENT
                          -----------------------------
                                (PREFERRED STOCK)

     This  Registration  Rights Agreement (this "Agreement"), is entered into as
of January 31, 2001, by and among SafeGuard Health Enterprises, Inc., a Delaware
corporation  (the  "Company"),  and  those  certain  stockholders of the Company
listed  on  Schedule  1  attached  hereto  (collectively,  the  "Investors").

                                  WITNESSETH:
                                  ----------

     WHEREAS,  the  Investors have acquired on the date hereof certain shares of
Preferred Stock of the Company pursuant to that Term Sheet Agreement dated as of
March 1, 2000 by and between the Company and certain of the Investors (the "Term
Sheet  Agreement");  and

     WHEREAS,  pursuant to the Term Sheet Agreement, the Company agreed to grant
certain  registration  rights  with  respect  to the Common Stock of the Company
issuable upon conversion of such shares of Preferred Stock on and subject to the
terms  and  conditions  hereinafter  set  forth;

     NOW  THEREFORE,  for  valuable  consideration,  the receipt and adequacy of
which  are  hereby  acknowledged,  the  parties  hereto  agree  as  follows:

     1.     Definitions.
            -----------

     "Commission"  means  the  Securities  and  Exchange  Commission.
      ----------

     "Common  Stock"  means  the  Common  Stock, $.01 par value, of the Company.
      -------------

     "Conversion  Shares"  means  any  shares of Common Stock issuable or issued
      ------------------
upon  conversion  of  the  Preferred  Stock.

     "Exchange  Act"  means  the  Securities  Exchange  Act of 1934, as amended.
      -------------

     "Holder"  means  an  Investor  or  any transferee of an Investor owning any
      ------
shares  of Preferred Stock or Conversion Shares or any assignee or transferee of
a  Registrable  Security.

     "Preferred Stock" means collectively the Series A Preferred Stock, Series B
      ---------------
Preferred  Stock,  Series  C Preferred Stock and Series D Preferred Stock of the
Company  issued  to  the  Investors  pursuant  to  the  terms  of the Term Sheet
Agreement.

     "Registrable Security" or "Registrable Securities" means (i) any Conversion
      ------------------------------------------------
Shares  that  have  been  or  may  be  issued  pursuant to the conversion of the
Preferred  Stock  and  (ii)  any  Common  Stock  issued  as  a dividend or other
distribution  with  respect  to  or  in  exchange  for  or in replacement of the
Preferred  Stock  or the Conversion Shares.  Any Registrable Security will cease
to  be  a  Registrable  Security when (i) a registration statement covering such
Registrable  Security  has  been  declared  effective  by the Commission and the
Registrable  Security  has  been  disposed  of  pursuant  to  such  effective
registration  statement,  (ii)  the  Registrable  Security  is  sold  under


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<PAGE>
circumstances  in  which  all  of  the applicable conditions of Rule 144 (or any
similar  provisions then in force) under the Securities Act are met or (iii) the
Registrable Security has been otherwise transferred, the Company has delivered a
new  certificate or other evidence of ownership for the Registrable Security not
bearing  a legend restricting further transfer, and the Registrable Security may
be  resold  without  subsequent  registration  under  the  Securities  Act.

     "Securities  Act"  means  the  Securities  Act  of  1933,  as  amended.
      ---------------

     "Underwriter"  means  a  securities  dealer which purchases any Registrable
      -----------
Securities  as  a  principal  and  not  as part of market-making activities as a
dealer.

     2.     Piggyback  Registrations.
            ------------------------

     (a)     If  at  any  time following the date of this Agreement, the Company
proposes  for  any  reason  to  register  any  shares  of Common Stock under the
Securities  Act  (other than pursuant to a registration statement on Form S-4 or
Form S-8 (or a similar or successor form)) with respect to an offering of Common
Stock  by  the  Company  for  its  own  account or for the account of any of its
security holders, it shall at each such time promptly give written notice to the
Holders  of  its  intention to do so (but in no event less than thirty (30) days
before  the  anticipated filing date).  Such notice shall offer such Holders the
opportunity  to register such number of shares of Registrable Securities as each
such  Holder  may  request;  provided,  however,  that  the Company shall not be
obligated  to  register in such situation less than 10,000 shares of Registrable
Securities  of  a  Holder.

     (b)     The  Company shall use its reasonable efforts to cause the managing
Underwriter  or  Underwriters  of a proposed underwritten offering to permit the
shares  of  Registrable  Securities requested to be included in the registration
statement  for such offering to be included (on the same terms and conditions as
the  Common  Stock  of  the Company included therein to the extent appropriate).
Notwithstanding  the  foregoing,  if  in the reasonable judgment of the managing
Underwriter  or  Underwriters, due to the size of the offering which the Company
or  such  other  persons or entities intend to make, the success of the offering
would be adversely affected by inclusion of the Registrable Securities requested
to  be  included, then, if the offering is by the Company for its own account or
is  an  offering  by  other  holders  registering  shares of Common Stock of the
Company  pursuant  to  demand  registration rights, then the number of shares of
Common  Stock  to  be  offered for the accounts of the Holders and other holders
registering  shares of Common Stock of the Company pursuant to similar piggyback
registration  rights  shall be reduced pro rata based on the relative percentage
ownership  of  all  shares of Common Stock then outstanding owned by the Holders
and  such  other  holders  to the extent necessary to reduce the total number of
shares of Common Stock to be included in such offering to the amount recommended
by  such  managing  Underwriter  or  Underwriters.

     3.     Holdback  Agreements.
            --------------------

     (a)     Restrictions  on  Public Sale by Holders of Registrable Securities.
             ------------------------------------------------------------------
Each Holder whose securities are included in a registration statement agrees not
to  effect any public sale or distribution of the securities being registered or
a  similar  security  of  the  Company  or  any  securities  convertible into or
exchangeable  or  exercisable  for such securities, including a sale pursuant to
Rule  144  or  Rule 144A under the Securities Act, during the ten days prior to,


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<PAGE>
and  during  the  90-day  period  beginning  on,  the  effective  date  of  such
registration  statement  (except  as  part  of such registration), if and to the
extent  requested  by  the  Company  in  the  case  of a non-underwritten public
offering  or  if  and  to  the  extent  requested by the managing Underwriter or
Underwriters  in  the  case  of  an  underwritten  Public  offering.

     (b)     Underwriter  Restriction  on  Public Sale by Holders of Registrable
             -------------------------------------------------------------------
Securities.  If  requested  by  the  managing  underwriter(s) of an underwritten
----------
public  offering  or  the  initial purchaser(s) in any offering pursuant to Rule
144A  under  the  Securities Act of securities by the Company, each Holder shall
agree  on the same terms applicable to officers and directors of the Company not
to  effect any public sale or distribution of the security being registered or a
similar  security  of  the  Company  or  any  securities  convertible  into  or
exchangeable  or exercisable for such securities, including any sale pursuant to
Rule  144  or  Rule 144A under the Securities Act, during the ten days prior to,
and  during  the  90-day  period  beginning on, the date of the final prospectus
contained  in  the registration statement filed in connection with such offering
or  of  the  offering  memorandum  used  in  connection  with  such  offering.

     4.     Registration  Procedures.
            ------------------------

     Whenever  the Company has determined to register any shares of Common Stock
under  the  Securities  Act, the Company will use its best efforts to effect the
registration  and  in  connection  therewith  the  Company  will:

     (a)     prepare  and file with the Commission,  a registration statement on
any  form  for which the Company then qualifies or which counsel for the Company
shall  deem  appropriate  and  which form shall be available for the sale of the
Registrable  Securities  to  be  registered  thereunder  in  accordance with the
intended  method of distribution thereof, and use its best efforts to cause such
filed  registration  statement  to  become  effective;

     (b)     furnish to each Holder, prior to filing the registration statement,
if requested, copies of such registration statement as proposed to be filed, and
thereafter  furnish  to  such  Holder such number of copies of such registration
statement,  each  amendment  and  supplement thereto (in each case including all
exhibits  thereto),  and  the prospectus included in such registration statement
(including  each  preliminary  prospectus);

     (c)     notify each Holder of such Registrable Securities, at any time when
a  prospectus  relating thereto is required to be delivered under the Securities
Act,  of the occurrence of an event requiring the preparation of a supplement or
amendment  to such prospectus so that, as thereafter delivered to the purchasers
of  such  Registrable  Securities,  such  prospectus  will not contain an untrue
statement  of  a material fact or omit to state any material fact required to be
stated  therein  or  necessary to make the statements therein not misleading and
promptly  make  available  to  each  Holder  any  such  supplement or amendment;

     (d)     enter  into  and  perform  customary  agreements  (including  an
underwriting  agreement in customary form with the managing Underwriter, if any)
and  take  such other actions as are reasonably required in order to expedite or
facilitate  the  disposition  of  such  Registrable  Securities;


                                       3
<PAGE>
     (e)     make  available  for  inspection  by any Holder of such Registrable
Securities,  any  Underwriter  participating in any disposition pursuant to such
registration  statement,  and  any  attorney,  accountant, or other professional
retained by any such Holder or Underwriter (collectively, the "Inspectors"), all
financial  and  other  records, pertinent corporate documents, and properties of
the  Company  (collectively,  the "Records") as shall be reasonably necessary to
enable  them  to  exercise  their  due  diligence  responsibility, and cause the
Company's  officers,  directors,  and  employees  to  supply  all  information
reasonably requested by any such Inspectors in connection with such registration
statement.  Records  which  the  Company  determines,  in  good  faith,  to  be
confidential  and which it notifies the Inspectors are confidential shall not be
disclosed by the Inspectors unless (i) in the judgment of counsel to the Company
the  disclosure  of such Records is necessary to avoid or correct a misstatement
or  omission  in such registration statement or (ii) the release of such Records
is  ordered  pursuant  to  a  subpoena or other order from a court or government
agency  of  competent  jurisdiction.  Each Holder of such Registrable Securities
agrees  that information obtained by it as a result of such inspections shall be
deemed  confidential  and  shall  not  be used by it as the basis for any market
transactions  in  the  securities  of  the Company unless and until such is made
generally  available  to the public.  Each Holder of such Registrable Securities
further  agrees  that  it will, upon learning that disclosure of such Records is
sought in a court or government agency of competent jurisdiction, give notice to
the  Company  and  allow  the  Company, at its expense, to undertake appropriate
action  to  prevent  disclosure  of  the  Records  deemed  confidential;

     (f)     if  such sale is pursuant to an underwritten offering, use its best
efforts  to  obtain  a  comfort  letter  or  comfort  letters from the Company's
independent  public  accountants  in customary form and covering such matters of
the  type  customarily  covered  by  comfort  letters,  in  accordance  with the
applicable  rules  of the AICPA, as the Holders of a majority of the Registrable
Securities  or  the  managing  Underwriter  reasonably  request;

     (g)     otherwise  use its best efforts to comply with all applicable rules
and  regulations of the Commission, and make generally available to its security
holders,  as  soon  as  reasonably practicable, an earnings statement covering a
period  of  12 months, beginning within three months after the effective date of
the  registration  statement,  which  earnings  statement  shall  satisfy  the
provisions  of  Section  11(a)  of  the  Securities  Act;  and

     (h)     use its best efforts to cause all such Registrable Securities to be
listed  on  each  securities  exchange on which similar securities issued by the
Company are then listed, or on the NASDAQ National Market System, if applicable,
provided  that  the  applicable  listing  requirements  are  satisfied.

     The  Company  may require each Holder of Registrable Securities to promptly
furnish  in  writing  to  the Company, and each such Holder shall provide to the
Company,  such  information  regarding  the  distribution  of  the  Registrable
Securities  as  it  may  from  time  to  time  reasonably request and such other
information  as  may  be  legally required in connection with such registration.


                                       4
<PAGE>
     Each Holder agrees that, upon receipt of any notice from the Company of the
happening  of  any  event  of the kind described in subsection 4(c) hereof, such
Holder will forthwith discontinue disposition of Registrable Securities pursuant
to  the  registration  statement covering such Registrable Securities until such
Holder's  receipt  of  the  copies  of  the  supplemented  or amended prospectus
contemplated  by  subsection 4(c) hereof and, if so directed by the Company such
Holder, will deliver to the Company all copies, other than permanent file copies
then  in  such  Holder's possession, of the most recent prospectus covering such
Registrable  Securities  at  the time of receipt of such notice.  If the Company
shall  give  such  notice, the Company shall extend the period during which such
registration  statement  shall  be  maintained  effective  by the number of days
during  the  period from and including the date of the giving of notice pursuant
to  subsection  4(c) hereof to the date when the Company shall make available to
the  Holders  of Registrable Securities covered by such registration statement a
prospectus  supplemented  or  amended  to  conform  with  the  requirements  of
subsection  4(c)  hereof.

     5.     Registration  Expenses.
            ----------------------

     In  connection with the filing of any registration statement hereunder, the
Company  shall  pay  the  following  registration  expenses  (the  "Registration
Expenses"):  (i)  all  registration  and  filing fees; (ii) fees and expenses of
compliance  with  securities  or  blue  sky  laws (including reasonable fees and
disbursements  of  counsel  in  connection  with  blue sky qualifications of the
Registrable  Securities);  (iii)  printing  expenses;  (iv)  internal  expenses
(including,  without  limitation,  all salaries and expenses of its officers and
employees performing legal or accounting duties); (v) fees and expenses incurred
in  connection  with  the  listing  of the Registrable Securities if the Company
shall choose to list such Registrable Securities; (vi) fees and disbursements of
counsel  for  the  Company  and  customary  fees  and  expenses  for independent
certified  public accountants retained by the Company (including the expenses of
any  comfort  letters  or  costs  associated  with  the  delivery by independent
certified  public  accountants  of a comfort letter or comfort letters requested
pursuant  to  subsection  4(f)  hereof);  (vii) fees and expenses of any special
experts retained by the Company in connection with such registration; and (viii)
reasonable  fees and expenses of one counsel (who shall be reasonably acceptable
to  the  Company) for the Holders incurred in connection with such registration.
The  Company  shall  not  have  any  obligation  to  pay  any underwriting fees,
discounts, or commissions attributable to the sale of Registrable Securities, or
any  out-of-pocket  expenses  of  the  Holders  (or  any agents who manage their
accounts).

     6.     Indemnification/Contribution.
            ----------------------------

     (a)     Indemnification  by  the  Company.  The Company agrees to indemnify
             ---------------------------------
and  hold  harmless  each  Holder  of  Registrable  Securities,  its  officers,
directors,  shareholders, partners, trustees, beneficiaries and agents, and each
person or entity, if any, who controls such Holder within the meaning of Section
15 of the Securities Act or Section 20 of the Exchange Act, from and against any
and  all losses, claims, damages, liabilities and expenses (including reasonable
costs  of  investigation)  arising  out of or based upon any untrue statement or
alleged  untrue  statement  of  a  material  fact  contained in any registration
statement  or  prospectus  relating  to  the  Registrable  Securities  or in any


                                       5
<PAGE>
amendment or supplement thereto or in any preliminary prospectus, or arising out
of  or  based  upon any omission or alleged omission to state therein a material
fact  required  to be stated therein or necessary to make the statements therein
not  misleading, except insofar as such losses, claims, damages, liabilities, or
expenses  arise out of, or are based upon, any such untrue statement or omission
or allegation thereof based upon information furnished in writing to the Company
by  such  Holder or on such Holder's behalf expressly for use therein; provided,
that  with  respect  to  any  untrue  statement  or  omission  or alleged untrue
statement  or  omission  made  in  any  preliminary  prospectus,  the  indemnity
agreement  contained  in  this subsection shall not apply to the extent that any
such  loss,  claim,  damage,  liability, or expense results from the fact that a
current copy of the prospectus was not sent or given to the person asserting any
such  loss,  claim,  damage,  liability,  or  expense at or prior to the written
confirmation  of  the sale of the Registrable Securities to such person and such
current  copy  of the prospectus would have cured the defect giving rise to such
loss, claim, damage, liability or expense.  The Company also agrees to indemnify
any  Underwriters  of  the Registrable Securities, their officers and directors,
and  each  person who controls such Underwriters on substantially the same basis
as  that  of  the  indemnification of the Holders provided in this Section 6(a).

     (b)     Indemnification  by  Holder of Registrable Securities.  Each Holder
             -----------------------------------------------------
agrees  to  indemnify and hold harmless the Company, its directors and officers,
and  each  person, if any, who controls the Company within the meaning of either
Section  15  of the Securities Act or Section 20 of the Exchange Act to the same
extent as the foregoing indemnity from the Company to such Holder, but only with
respect  to  information furnished in writing by such Holder or on such Holder's
behalf expressly for use in any registration statement or prospectus relating to
the  Registrable  Securities,  any  amendment  or  supplement  thereto,  or  any
preliminary  prospectus.  In  case  any  action  or  proceeding shall be brought
against  the  Company  or  its  directors  or  officers, or any such controlling
person,  in  respect  of which indemnity may be sought against such Holder, such
Holder shall have the rights and duties given to the Company, and the Company or
its  directors  or officers or such controlling person shall have the rights and
duties  given  to  such  Holder,  by the preceding subsection.  Each Holder also
agrees  to  indemnify  and  hold  harmless  Underwriters  of  the  Registrable
Securities,  their  officers  and  directors,  and each person who controls such
Underwriters  on  substantially the same basis as that of the indemnification of
the  Company  provided  in  this  Section  6(b).

     (c)     Conduct  of  Indemnification  Proceedings.  If  any  action  or
             -----------------------------------------
proceeding  (including  any  governmental  investigation)  shall  be  brought or
asserted against any person entitled to indemnification under subsections (a) or
(b)  above  (an "Indemnified Party") in respect of which indemnity may be sought
from  any party who has agreed to provide such indemnification (an "Indemnifying
Party"),  the Indemnifying Party shall assume the defense thereof, including the
employment  of  counsel  reasonably  satisfactory to such Indemnified Party, and
shall assume the payment of all expenses.  Such Indemnified Party shall have the
right  to  employ  separate counsel in any such action and to participate in the
defense  thereof,  but  the  fees  and  expenses of such counsel shall be at the
expense  of  such Indemnified Party unless (i) the Indemnifying Party has agreed
to  pay  such  fees and expenses or (ii) the named parties to any such action or
proceeding (including any impleaded parties) include both such Indemnified Party
and  the  Indemnifying Party, and such Indemnified Party shall have been advised
by  counsel that there is a conflict of interest on the part of counsel employed
by the Indemnifying Party to represent such Indemnified Party (in which case, if


                                       6
<PAGE>
such Indemnified Party notifies the Indemnifying Party in writing that it elects
to  employ  separate  counsel  at  the  expense  of  the Indemnifying Party, the
Indemnifying Party shall not have the right to assume the defense of such action
or proceeding on behalf of such Indemnified Party; it being understood, however,
that the Indemnifying Party shall not, in connection with any one such action or
proceeding  or  separate  but  substantially  similar  or  related  actions  or
proceedings in the same jurisdiction arising out of the same general allegations
or  circumstances, be liable for the fees and expenses of more than one separate
firm  of attorneys (together with appropriate local counsel) at any time for all
such  Indemnified  Parties,  which  firm  shall be designated in writing by such
Indemnified  Parties).  The  Indemnifying  Party  shall  not  be  liable for any
settlement  of  any  such  action  or  proceeding  effected  without its written
consent,  but  if  settled  with  its  written  consent,  or if there be a final
judgment  for  the  plaintiff in any such action or proceeding, the Indemnifying
Party  shall  indemnify  and  hold  harmless  such  Indemnified Parties from and
against  any  loss  or  liability (to the extent stated above) by reason of such
settlement  or  judgment.

     (d)     Contribution.  If  the indemnification provided for in this Section
             ------------
6  is  unavailable  to the Indemnified Parties in respect of any losses, claims,
damages,  liabilities,  or  judgments referred to herein, then each Indemnifying
Party,  in  lieu of indemnifying such Indemnified Party, shall contribute to the
amount  paid  or  payable  by such Indemnified Party as a result of such losses,
claims,  damages,  liabilities, and judgments (i) as between the Company and the
Holders on the one hand and the Underwriters on the other, in such proportion as
is  appropriate to reflect the relative benefits received by the Company and the
Holders  on  the one hand and the Underwriters on the other from the offering of
the  securities,  or  if  such allocation is not permitted by applicable law, in
such proportion as is appropriate to reflect not only such relative benefits but
also  the  relative  fault of the Company and the Holders on the one hand and of
the  Underwriters  on  the  other in connection with the statements or omissions
which  resulted  in  such  losses, claims, damages, liabilities or judgments, as
well  as  any  other  relevant equitable considerations, and (ii) as between the
Company  on  the one hand and each Holder on the other, in such proportion as is
appropriate  to  reflect the relative fault of the Company and of each Holder in
connection  with  such  statements  or  omissions, as well as any other relevant
equitable considerations.  The relative benefits received by the Company and the
Holders  on the one hand and the Underwriters on the other shall be deemed to be
in  the  same  proportion  as  the  total  proceeds  from  the  offering (net of
underwriting  discounts  and commissions but before deducting expenses) received
by  the  Company  and  the  Holders bear to the total underwriting discounts and
commissions received by the Underwriters, in each case as set forth in the table
on  the cover page of the prospectus.  The relative fault of the Company and the
Holders on the one hand and of the Underwriters on the other shall be determined
by  reference  to,  among  other  things,  whether  the untrue or alleged untrue
statement  of  a  material  fact  or the omission or alleged omission to state a
material  fact relates to information supplied by the Company and the Holders or
by  the  Underwriters.  The relative fault of the Company on the one hand and of
each  Holder  on  the  other  shall  be  determined by reference to, among other
things, whether the untrue or alleged untrue statement of a material fact or the
omission  or  alleged  omission  to state a material fact relates to information
supplied  by  such party, and the parties' relative intent, knowledge, access to
information  and  opportunity  to correct or prevent such statement or omission.


                                       7
<PAGE>
     The  Company  and the Holders agree that it would not be just and equitable
if  contribution  pursuant  to  this  Section  6(d)  were determined by pro rata
allocation  (even if the Underwriters or the Holders, respectively, were treated
as  one entity for such purpose) or by any other method of allocation which does
not  take account of the equitable considerations referred to in the immediately
preceding  paragraph.  The  amount  paid or payable by an Indemnified Party as a
result  of  the losses, claims, damages, liabilities or judgments referred to in
the  immediately  preceding paragraph shall be deemed to include, subject to the
limitations  set forth above, any legal or other expenses reasonably incurred by
such  Indemnified  Party  in connection with investigating or defending any such
action  or  claim.  Notwithstanding  the  provisions  of  this  Section 6(d), no
Underwriter  shall  be required to contribute any amount in excess of the amount
by  which  the  total  price  at  which  the  securities  underwritten by it and
distributed  to  the public were offered to the public exceeds the amount of any
damages  which  such Underwriter has otherwise been required to pay by reason of
such  untrue or alleged untrue statement or omission or alleged omission, and no
Holder  shall  be  required  to contribute any amount in excess of the amount by
which the total price at which the securities of such Holder were offered to the
public  exceeds  the  amount of any damages which such Holder has otherwise been
required to pay by reason of such untrue or alleged untrue statement or omission
or  alleged  omission.  No person guilty of fraudulent misrepresentation (within
the  meaning  of  Section  11(f)  of  the  Securities  Act) shall be entitled to
contribution  from  any  person  who  was  not  guilty  of  such  fraudulent
misrepresentation.

     (e)     Survival.  The  indemnity  and contribution agreements contained in
             --------
this Section 6 shall remain operative and in full force and effect regardless of
(i)  any  termination  of this Agreement or any underwriting agreement, (ii) any
investigation  made  by or on behalf of any Indemnified Party or by or on behalf
of  the  Company, and (iii) the consummation of the sale or successive resale of
the  Registrable  Securities.

     7.     Participation  in  Underwritten  Registrations.
            ----------------------------------------------

     No  person  or  entity  may  participate  in  any underwritten registration
hereunder  unless  such  person  or  entity  (a) agrees to sell such person's or
entity's  securities  on  the  basis  provided  in any underwriting arrangements
approved  by  the  persons  or  entities  entitled  hereunder  to  approve  such
arrangements  and  (b)  completes  and  executes  all  questionnaires, powers of
attorney,  indemnities,  underwriting  agreements and other documents reasonably
required  under  the terms of such underwriting arrangements and this Agreement.

     8.     Rule  144.
            ---------

     The Company covenants that it will file any reports required to be filed by
it  under  the Securities Act and the Exchange Act and the Rules and Regulations
thereunder  and  it  will  take such further action as any Holder of Registrable
Securities  may  reasonably  request,  all  to the extent required, from time to
time,  to enable such Holder to sell Registrable Securities without registration
under the Securities Act within the limitation of the exemptions provided by (a)
Rule  144  under  the  Securities  Act, as such Rule may be amended from time to
time, or (b) any similar rule or regulation hereafter adopted by the Commission.
Upon  the  request  of  any  Holder  of Registrable Securities, the Company will
deliver  to  such  Holder a written statement as to whether it has complied with
such  information  and  requirements.


                                       8
<PAGE>
     9.     Miscellaneous.
            -------------

     (a)     Remedies.  Each  Holder  of  Registrable Securities, in addition to
             --------
being  entitled  to  exercise  all  rights  provided  herein and granted by law,
including  recovery  of damages, will be entitled to specific performance of its
rights under this Agreement.  The Company agrees that monetary damages would not
be  adequate  compensation  for any loss incurred by reason of a breach by it of
the  provisions  of this Agreement and hereby agrees to waive the defense in any
action for specific performance that remedy at law would be adequate. Each party
waives  all  provisions  of  law  requiring  that  a  bond be posted in order to
effectuate  any  remedy  under  this  Agreement.

     (b)     No  Prior  or  Inconsistent  Agreements. The Company will not on or
             ---------------------------------------
after  the date of this Agreement enter into any other agreement with respect to
its securities which is inconsistent with the registration rights granted to the
Holders  of Registrable Securities in this Agreement or otherwise conflicts with
the  provisions  hereof.  The  Company  shall  not  at  any time grant any other
registration rights with respect to its securities that are prior or superior to
the  registration  rights  granted  to  the  Holders  of  Registrable Securities
pursuant  to  this  Agreement.  The  Company has not previously entered into any
agreement with respect to its securities granting any registration rights to any
Person.

     (c)     Amendments  and  Waivers.  The provisions of this Agreement may not
             ------------------------
be  amended,  modified,  or  supplemented, and waivers or consents to departures
from  the provisions hereof may not be given unless the Company has obtained the
written  consent  of  the  Holders of at least seventy-five percent (75%) of the
Registrable  Securities.

     (d)     Notices.  All  notices  and  other  communications  provided for or
             -------
permitted  hereunder  shall  be  made  in  writing  by hand delivery, registered
first-class  mail,  telex,  telecopier,  or  air  courier guaranteeing overnight
delivery:

     (i)     if to the Holders at their respective address as shown on the books
of  the  Company;

     (ii)     if  to  the  Company,  initially  at  95  Enterprise, Aliso Viejo,
California  92656,  Attention:  Chief  Executive Officer; and thereafter at such
other  address  as  may  be  designated  from  time  to  time by notice given in
accordance  with  the  provisions  of  this  section.

     (e)     Successors  and Assigns.  This Agreement shall inure to the benefit
             -----------------------
of and be binding upon the successors and assigns of each of the Company and the
Holders.


                                       9
<PAGE>
     (f)     Counterparts.  This  Agreement  may  be  executed  in  a  number of
             ------------
identical  counterparts  and  it  shall not be necessary for the Company and the
Holders  to  execute  each of such counterparts, but when both have executed and
delivered  one  or  more  of  such  counterparts,  the several parts, when taken
together, shall be deemed to constitute one and the same instrument, enforceable
against  each  in accordance with its terms.  In making proof of this Agreement,
it  shall  not  be  necessary  to  produce  or  account  for  more than one such
counterpart  executed by the party against whom enforcement of this Agreement is
sought.

     (g)     Headings.  The  headings  in  this Agreement are for convenience of
             --------
reference  only  and  shall  not  limit  or otherwise affect the meaning hereof.

     (h)     Governing  Law.  This  Agreement shall be governed by and construed
             --------------
in  accordance  with  the  laws  of  the  State  of  Delaware, without regard to
principles  of  conflicts  or  choice  of  law.

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

     (j)     Entire  Agreement.  This  Agreement  is intended by the Company and
             -----------------
the  Investors  as a final expression of their agreement and is intended to be a
complete and exclusive statement of their agreement and understanding in respect
of  the  subject  matter  contained herein.  This Agreement supersedes all prior
agreements and understandings between the Company and the Investors with respect
to  such  subject  matter.

     (k)     Third  Party  Beneficiaries.  This  Agreement  is  intended for the
             ---------------------------
benefit  of  the  Company  and  the  Holders and their respective successors and
assigns  and is not for the benefit of, nor may any provision hereof be enforced
by,  any  other  person  or  entity.

     (l)     Attorney's  Fees.  In  any  proceeding  brought  to  enforce  any
             ----------------
provision  of  this Agreement, the successful party shall be entitled to recover
reasonable  attorneys'  fees in addition to its costs and expenses and any other
available  remedy.

     (m)     Effectiveness.  This Agreement shall become effective as of the day
             -------------
first  set  forth  above.


     (REMAINDER  OF  PAGE  INTENTIONALLY  LEFT  BLANK)



                                       10
<PAGE>
IN  WITNESS  WHEREOF,  the parties hereto have executed this Registration Rights
Agreement  as  of  the  day  and  year  first  written  above.


SAFEGUARD HEALTH ENTERPRISES,               THE BURTON PARTNERSHIP LIMITED
INC.                                        PARTNERSHIP

By:  /s/  James E. Buncher                  By:  /s/  Donald W. Burton
   ------------------------------------        ---------------------------------
     James E. Buncher, President               Donald W. Burton, General Partner

By:  /s/  Ronald I. Brendzel                     /s/ James E. Buncher
   ------------------------------------        ---------------------------------
     Ronald I. Brendzel, Secretary             James E. Buncher, Individually

CAI PARTNERS AND COMPANY II, L.P.                /s/ Ronald I. Brendzel
                                               ---------------------------------
                                               Ronald I. Brendzel, Individually
By:  CAI PARTNERS GP & CO., L.P.,
     GENERAL PARTNER                             /s/  Dennis L. Gates
                                               ---------------------------------
                                               Dennis L. Gates, Individually
     By:  /s/  Leslie B. Daniels
        -------------------------------
        Leslie B. Daniels, President of     JOHN  HANCOCK  LIFE INSURANCE
        CLEA II Co., a General Partner      COMPANY  f/k/a  JOHN  HANCOCK
                                            MUTUAL LIFE INSURANCE COMPANY
CAI CAPITAL PARTNERS AND
COMPANY II, L.P.                            By:  /s/  Stephen J. Blewitt
                                               ---------------------------------
By:  CAI CAPITAL PARTNERS GP & CO.,         Name:   Stephen J. Blewitt
     L.P., GENERAL PARTNER                       -------------------------------
                                            Title:   Authorized Signatory
                                                  ------------------------------
By:  /s/  Leslie B. Daniels
   ------------------------------------     JOHN HANCOCK VARIABLE LIFE
     Leslie B. Daniels, President of        INSURANCE COMPANY
     CLEA II Co., a General Partner
                                            By:  /s/  Stephen J. Blewitt
                                               ---------------------------------
CAI CAPITAL PARTNERS AND                    Name:  Stephen J. Blewitt
COMPANY II-C, L.P.                               -------------------------------
                                            Title:  Authorized Signatory
                                                  ------------------------------

By:  /s/  Manfred W. Yu                     INVESTORS PARTNER LIFE INSURANCE
   ------------------------------------     COMPANY
   Manfred W. Yu, Assistant Secretary
                                            By:  /s/  Stephen J. Blewitt
                                               ---------------------------------
THE BAILEYS FAMILY TRUST                    Name:  Stephen J. Blewitt
                                                 -------------------------------
                                            Title:  Authorized Signatory
                                                  ------------------------------
By:  /s/  Steven J. Baileys
   ------------------------------------
     Steven J. Baileys, D.D.S., Trustee     THE BURTON PARTNERSHIP (QP)
                                            LIMITED PARTNERSHIP
  /s/  Jack R. Anderson
---------------------------------------
Jack R. Anderson, Individually              By:  /s/  Donald W. Burton
                                               ---------------------------------
                                               Donald W. Burton, General Partner


                                       11
<PAGE>
MELLON  BANK,  N.A.,  solely  in  its
capacity as Trustee for the Bell Atlantic
Master Trust,
(as  directed by  John  Hancock Financial
Services, Inc.), and not in its individual
capacity

By:  /s/  Carole Bruno
   ------------------------------------
Name:  Carole Bruno
     ----------------------------------
Title:  Authorized Signatory
      ---------------------------------



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


                                       12
<PAGE>
                                   SCHEDULE 1

                                    INVESTORS
                                    ---------


The  Baileys  Family  Trust
Jack  R.  Anderson
Rose-Marie  Anderson
CAI  Partners  and  Company  II,  L.P.
CAI  Capital  Partners  and  Company  II,  L.P.
CAI  Capital  Partners  and  Company  II-C,  L.P.
The  Burton  Partnership  Limited  Partnership
The  Burton  Partnership  (QP)  Limited  Partnership
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
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


<PAGE>