AMENDMENT

                                     TO THE

                       SAFEGUARD HEALTH ENTERPRISES, INC.

                                  401(k) PLAN


This  amendment  is  made  by  Safeguard  Health  Enterprises, Inc. (hereinafter
referred  to  as the "Company") to the Safeguard Health Enterprises, Inc. 401(k)
Plan  (hereinafter  referred  to  as  the  "Plan").

WHEREAS,  the  Company  has  expressed  the desire to amend said Plan in certain
particulars  effective  immediately.

NOW  THEREFORE  RESOLVED,  the  Company  hereby  agrees  as  follows:

1.     Section  13.12  of  said  Plan  is  removed  in  its  entirety.





IN  WITNESS  WHEREOF,  the Company has executed this Amendment on the date shown
below.


By:  /s/  Ronald  I. Brendzel          Dated:  December 21, 2001
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     Authorized Signature