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                                    EXHIBIT 3

                       ASSIGNMENT AND ASSUMPTION AGREEMENT


      THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this "Agreement") is made and
entered into this 1st day of March, 2000, by and among CAI Partners and Company
II, L.P., an Ontario limited partnership, and CAI Capital Partners and Company
II, L.P., an Ontario limited partnership (collectively, "Assignor"), and CAI
Capital Partners and Company II-C, L.P., an Ontario limited partnership
("Assignee").

      WHEREAS, in accordance with, and pursuant to, that certain Term Sheet
Agreement dated as of March 1, 2000, among SafeGuard Health Enterprises, Inc.
(the "Company"), each Assignor, Jack R. Anderson, Silicon Valley Bank, John
Hancock Mutual Life Insurance Company and the other holders of the 7.91% Senior
Notes of the Company due September 30, 2005 and Steven J. Baileys (the "Purchase
Agreement"), Assignor and Assignee have agreed to enter into this Agreement (all
capitalized terms used herein and not otherwise defined herein shall have the
meanings ascribed to them in the Purchase Agreement);

      NOW, THEREFORE, in consideration of their obligations under the Purchase
Agreement, and their mutual agreements, covenants and undertakings and the
mutual agreements, covenants and undertakings of the parties herein contained,
it is agreed as follows:

      1. Assignment. Assignor hereby assigns to Assignee the right to invest
$380,779 in the Company, which shall initially be in the form of a portion of
the Investor Senior Loans and subsequently be converted into Series A Preferred
Stock and Series A Convertible Notes pursuant to the terms of the Purchase
Agreement.

      2. Acceptance of Assignment by Assignee; Performance. Assignee hereby
accepts the assignment from Assignor of the rights provided in Section 1 hereof.
Assignee hereby assumes and agrees to be responsible for and provide funds for
such portion of the Investor Senior Loans provided in Section 1 hereof as the
payment for each become due, and Assignee hereby agrees to perform and discharge
all obligations which accrue and are to be performed and discharged under the
Purchase Agreement relating to such Investor Senior Loans when and as the same
become due.

      3. Pursuant to Purchase Agreement. This instrument is executed pursuant to
and in furtherance of, and is subject to, the terms and conditions of the
Purchase Agreement. It does not replace, substitute for, expand or extinguish
any obligation or provision of the Purchase Agreement.

      4. Binding. This instrument shall be binding upon and inure to the benefit
of the parties hereto and their respective successors, legal representatives and
assigns.

      5. Governing Law. THIS INSTRUMENT SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE.


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      IN WITNESS WHEREOF, each party hereto has caused this instrument to be
executed by its duly authorized officer as of the day and year first above
written.

                            ASSIGNOR:

                            CAI PARTNERS AND COMPANY II, L.P.

                            By: CAI PARTNERS GP & CO., L.P.
                                the General Partner



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


                            CAI CAPITAL PARTNERS AND COMPANY II, L.P.

                            By: CAI CAPITAL PARTNERS GP & CO., L.P.
                                the General Partner



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


                            ASSIGNEE:

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

                            By: CAI CAPITAL PARTNERS GP II-C, INC.
                                the General Partner



                            By:    /s/ Manfred W. Yu
                               -------------------------------------------------
                            Name:  Manfred W. Yu
                                 -----------------------------------------------
                            Title: Assistant Secretary
                                  ----------------------------------------------