AMENDMENT TO CREDIT AGREEMENT

     This  is  an  Amendment  to  Credit  Agreement  (this  "Amendment") between
SAFEGUARD  HEALTH  ENTERPRISES,  INC.  ("Borrower"), a Delaware corporation, and
NICHOLAS M. KAVOUKLIS, DMD ("Lender"). The parties agree as follows:

     1.   BACKGROUND.  Borrower  is  the  borrower  under  a Secured Convertible
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Promissory  Note  (the  "Original  Note"),  in  the original principal amount of
$2,625,000.00,  which was made by Borrower in favor of Lender in connection with
the  Stock Purchase Agreement dated as of April 24, 2002, among Borrower, Lender
and  Paramount  Dental  Plan,  Inc. (the "Stock Purchase Agreement" and together
with  the other agreements and instruments executed in connection with the Stock
Purchase  Agreement,  the  "Credit  Agreement"),  as  previously amended.  As of
December  1,  2003,  Borrower  has reduced the principal balance of the Original
Note  to  $1,601,629.53 through scheduled monthly payments.  Borrower and Lender
have  agreed to amend and restate the terms of the Original Note pursuant to the
terms  and  conditions of an Amended and Restated Secured Convertible Promissory
Note  (the  "Note"),  in the original principal amount of $1,601,629.53, made by
Borrower  in  favor  of  Lender  dated  the  same  day  as this Amendment.  This
Amendment  further  amends  the Credit Agreement and terminates the Registration
Rights  Agreement.

     2.   AMENDMENT  TO  THE CREDIT AGREEMENT.  The terms "Convertible Note" and
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"Note"  as  used  in the Credit Agreement are hereinafter deemed to refer to the
Note.

     3.   TERMINATION OF REGISTRATION RIGHTS AGREEMENT.  The Registration Rights
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Agreement dated as of August 30, 2002, between Borrower and Lender is terminated
and  of  no  further  force  and  effect.

     4.   REPRESENTATIONS  AND  WARRANTIES.  Borrower  represents  to Lender the
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following as of the effective date of this Amendment:

          (a)  Borrower  has  all requisite power, authority, and legal right to
     execute,  deliver  and  perform  this  Amendment;

          (b)  The  execution,  delivery,  and performance of this Amendment and
     the  Note  by  Borrower has been duly authorized by all requisite corporate
     action and will not (i) violate any Law, (ii) conflict with the articles of
     incorporation  or  bylaws of Borrower, (iii) accelerate the maturity of, or
     result  in  any lien, penalty, security interest, or encumbrance in, on, or
     under,  any  mortgage,  indebtedness,  security  agreement,  or  contingent
     obligation,  (iv)  result  in  a  default  or breach of any material order,
     lease,  contract,  indenture, mortgage, judgment, promissory note, or other
     agreement  or  instrument to which Borrower is a party or any of Borrower's
     property  is  subject, or (v) require any filing with, or consent, license,
     authorization,  or  approval  of,  any  Person;

          (c)  Borrower  has  complied  with all the terms and conditions of the
     Credit  Agreement,  that  there  does  not  exist  any  fact  or event that
     constitutes,  or  with  notice  or



     lapse  of time or both would constitute, an event of default under the Note
     or  the  Credit  Agreement;

          (d)  This  Amendment and the Note are valid and binding obligations of
     Borrower  legally enforceable by Lender against Borrower in accordance with
     their  terms;  and

          (e)  There  has  been  no  material  adverse  change in the condition,
     financial  or  other, of Borrower, from such condition as it existed on the
     date  of  the  Original  Note.

     5.   OTHER  PROVISIONS.  All  capitalized  terms  that  are  used  but  not
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expressly  defined  in  this  Amendment have the respective meanings ascribed to
them  in the Stock Purchase Agreement, and the definitions of those terms in the
Credit  Agreement  are  incorporated  by  reference  in  this  Amendment.  This
Amendment  and  the documents contemplated by it record the final, complete, and
exclusive  understanding  between Lender and Borrower regarding the modification
of  the  Credit  Agreement  and  the  termination  of  the  Registration  Rights
Agreement.  Except  as  amended and modified by this Amendment, the terms of the
Credit  Agreement  remain  in  full  force  and  effect in accordance with their
respective  terms  and this Amendment shall not constitute a novation.  Borrower
acknowledges that the Credit Agreement and Note are not subject to any defenses,
counterclaims, or rights of set-off.  Lender has not waived, and does not waive,
any  of  its  rights  under  the  Credit  Agreement.  This Amendment will become
effective  when  it  or  a  counterpart  of  it  has been executed by Lender and
Borrower.

     6.   COUNTERPARTS.  This  Amendment  may be executed in counterparts.  Each
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executed  counterpart  will  constitute  an  original document, and all executed
counterparts,  together,  will  constitute  the  same  agreement.

EFFECTIVE:  As of December 1, 2003.


                              SAFEGUARD HEALTH ENTERPRISES, INC. ("Borrower")


                              By:  ______________________________________
                              Name:   Ronald  I.  Brendzel
                              Title:  Senior  Vice  President  and  Secretary


                              _______________________________________
                              NICHOLAS M. KAVOUKLIS, DMD ("Lender")


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