AMENDMENT TO
                                STOCK OPTION PLAN
                       SAFEGUARD HEALTH ENTERPRISES, INC.

                       (AS AMENDED THROUGH JUNE 30, 2003)

SafeGuard  Health  Enterprise, Inc., (the "Company") a corporation organized and
existing  under  the laws of the State of Delaware, hereby adopts this amendment
to  the Company's Stock Option Plan, (the "Plan") as stated below.  The Board of
Directors  of  the  Company  approved  the  following amendment to the Plan at a
meeting  held  on  May 1, 2003, and the stockholders of the Company approved the
amendment  to  the  Plan  at the Annual Meeting of Stockholders held on June 30,
2003,  as  is  required  by  the  Plan

Article  II,  Section  2.1  -  Shares  Subject  to the Plan, is therefore hereby
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amended  to  read  as  follows:

Section  2.1  -  Shares  Subject  to  the  Plan
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          The  shares  of  stock  subject  to  Options  shall  be  shares of the
Company's authorized common stock ("Common Stock"). The aggregate number of such
shares,  which  may  be  issued  over  the  term  of  the Plan, shall not exceed
4,000,000.  The total number of shares issuable from time to time under the Plan
shall  be  subject  to  periodic adjustment in accordance with the provisions of
Section  2.3  below.

          Should  an Option expire or terminate for any reason prior to exercise
or  surrender  in  full,  the shares subject to the portion of the Option not so
exercised  or  surrendered shall be available for subsequent Option grants under
the  Plan.  Shares  subject  to  any  Option  or  portion thereof surrendered in
accordance with Section 7.10 of the Plan and all share issuances under the Plan,
whether  or not such shares are subsequently repurchased by the Company pursuant
to its repurchase rights under the Plan, shall reduce on a share-for-share basis
the  number  of  shares  of  Common Stock available for subsequent Option grants
under  this  Plan. In addition, should the option price of an outstanding Option
under the Plan be paid with shares of Common Stock, then the number of shares of
Common Stock subsequently available for issuance under the Plan shall be reduced
by  the gross number of shares for which the Option is exercised, and not by the
net  number  of  shares  of  Common  Stock  actually  issued  to  the  Optionee.

We hereby certify that the above amendment to the Plan were, as may be required,
duly adopted by the Board of Directors and the Stockholders of the Company as of
May  1,  2003,  and  June  30,  2003,  respectively.

Executed  on  the  30th  day  of  June  2003  at  Aliso  Viejo,  California.


By:  /s/  James  E.  Buncher              By:  /s/ Ronald  I.  Brendzel
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   JAMES  E.  BUNCHER                        RONALD  I.  BRENDZEL
   President and Chief Executive Officer     Senior Vice President and Secretary