LOAN DOCUMENT PURCHASE AND ASSIGNMENT AGREEMENT





         THIS LOAN DOCUMENT PURCHASE AND ASSIGNMENT AGREEMENT (the

"Agreement") is made as of this 30th day of June, 2000 (the "Effective Date") by

and between Silicon Valley Bank ("Assignor") and those certain other parties

executing this Agreement as shown on the signature page hereto (collectively the

"Assignees").



                                    RECITALS



         A. Assignor is a party to certain loan documents which evidence certain

loans by Assignor to SafeGuard Health Enterprises, Inc., a Delaware corporation

("Borrower"), which are listed on Exhibit "A" attached hereto and incorporated

herein by this reference and collectively referred to herein as the "Loan

Documents." Copies of the Loan Documents are attached hereto as Exhibit "A-1"

and incorporated herein by this reference.



         B. Assignees and Assignor desire for Assignees to purchase all of

Assignor's right, title, and interest in and to the Loan Documents and all the

indebtedness of Borrower to Assignor evidenced thereby for an aggregate purchase

price of $5,000,000 FIVE MILLION DOLLARS ($5,000,000).



         C. Assignor desires to transfer to Assignees all of Assignor's right,

title, and interest in and to the Loan Documents and all the indebtedness of

Borrower to Assignor evidenced thereby on the terms and conditions set forth

herein.



                                    AGREEMENT



         NOW, THEREFORE, in consideration of the mutual covenants and agreements

set forth herein, and for other good and valuable consideration, the receipt and

sufficiency of which is hereby acknowledged, the parties hereto agree as

follows:



         1. Payment of Purchase Price. At the Closing (hereinafter defined), the

Assignees shall pay to Assignor the aggregate sum of $5,000,000 (FIVE MILLION

DOLLARS) by wire transfer, cashier's check, or other readily available funds

(the "Purchase Price"). The obligations of the Assignees shall be several and

not joint under this Agreement. Each Assignee shall be only obligated to pay the

respective portion of the aggregate $5,000,000 Purchase Price reflected under

the respective signature of the Assignee on the signature page hereto.



         2. Conditions to Obligations of the Assignor. The obligations of the

Assignor hereunder shall be subject to and conditioned upon the receipt of the

entire $5,000,000 Purchase Price by the Assignees collectively. The Assignor

shall not be obligated to close the transaction contemplated by this Agreement

unless the total aggregate Purchase Price is paid by the Assignees The

obligations of the Assignor hereunder shall not be subject to or conditioned

upon any other conditions precedent.







{PAGE}   2





         3. Conditions to Obligations of the Assignees. The obligations of the

Assignees hereunder shall be subject to and conditioned upon the receipt of all

required regulatory approvals necessary to consummate the change of control of

the Borrower resulting from the transactions contemplated by the Term Sheet

Agreement (referenced as Item 1 on Exhibit A hereto) and contemplated by this

Agreement which results in a change of the acquiring parties as such term is

defined under the governmental regulations applicable to the change of control

of Borrower. Other than receipt of such required regulatory approvals and the

accuracy of the representations and warranties of the Assignor on the date of

Closing, the obligations of the Assignees hereunder shall not be subject to or

conditioned upon any other conditions precedent.



         4. Closing. The closing (the "Closing") under this Agreement shall

occur simultaneously with the closing of the sale of the Preferred Stock

pursuant to the Term Sheet Agreement.



         5. Assignment of Loan Documents. In consideration of the receipt of the

Purchase Price, Assignor shall grant, assign, convey, transfer, and set over to

Assignees (i) all of the Loan Documents, including, without limitation, the

promissory notes included therein, (ii) all sums payable thereunder, and (iii)

all of Assignor's rights, title and interest in the collateral securing the Loan

as described in the Loan Documents and all rights to enforce any guaranties

contained therein, together with all its rights, remedies and powers, benefits,

fees and revenues pertaining thereto, with good right to collect, enforce,

release and discharge the same, as well as any and all liens, security

interests, assignments and financing statements existing and securing the

obligation, in and under the Loan Documents thereunder, to have and hold each of

the Loan Documents, together with all right, title, interest, liens, privileges,

claims, demands and equities existing and to exist in connection thereunder or

as security therefor unto Assignees, their respective successors and assigns.

Simultaneously with the Closing under this Agreement and receipt of the Purchase

Price by Assignor, Assignor shall endorse to Leslie B. Daniels as Agent for

Assignees those Loan Documents consisting of negotiable promissory notes and

Assignor shall deliver to Assignees the original Loan Documents. In addition,

simultaneously with the Closing under this Agreement and receipt of the Purchase

Price by Assignor, Assignor shall execute and deliver to Assignees such UCC

financing statement change forms as may be reasonably requested by Assignees to

reflect the assignment herein. Except as expressly set forth in Section 7 of

this Agreement, the sale and assignment pursuant to this Agreement is made

without recourse to Assignor and without any representation and warranty by

Assignor.



         6. Acceptance of Assignment. Effective as of the Closing hereunder,

Assignees shall accept the assignment set forth in Section 5 of this Agreement.



         7. Assignor's Representations. As of the Effective Date and as of the

date of the Closing, Assignor represents, warrants, and covenants to Assignees

that Exhibit A sets forth a true and complete list of all the agreements,

documents, and instruments entered into in connection with the transactions

contemplated by the Loan Documents; that the copies of the Loan Documents

attached as Exhibit A-1 are true, accurate and complete copies of the originals

of such documents; that the Loan Documents have not been amended, modified,

supplemented or released except as reflected in copies of the Loan Documents

attached as Exhibit A-1; that Assignor is the present legal and equitable owner

and holder of each of the Loan Documents described herein, the indebtedness

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