SAFEGUARD HEALTH ENTERPRISES INC
<DOCUMENT>
<TYPE>EX-10.56
<SEQUENCE>6
<FILENAME>doc5.txt
<TEXT>
                    AMENDMENT TO PURCHASE AND SALE AGREEMENT

     This  Amendment  to Purchase and Sale Agreement is made and entered into as
of  October  31,  2003  by  and  between  SafeGuard  Health Enterprises, Inc., a
Delaware  corporation ("Purchaser") and Health Net, Inc., a Delaware corporation
("Seller").

     WHEREAS,  the  parties  to  this  Amendment  to Purchase and Sale Agreement
entered  into  a  Purchase  and  Sale  Agreement  dated as of June 30, 2003 (the
"Purchase  and  Sale Agreement") pursuant to which Purchaser agreed, inter alia,
to purchase from Seller all of the outstanding Shares of Health Net Vision, Inc.
and  Seller agreed, inter alia, to sell all the issued and outstanding Shares of
Health  Net  Vision,  Inc.  to  Purchaser;

     WHEREAS,  the  parties  desire  to  amend  the Purchase and Sale Agreement.
Defined  terms used herein and not otherwise defined shall have the same meaning
as  in  the  Purchase  and  Sale  Agreement.

     NOW,  THEREFORE,  the  parties  agree  as  follows:

     Section  2.15  of the Purchase and Sale Agreement is amended to read in its
entirety  as  follows:

     Section  2.15  Purchase  Price Allocation.  If the Purchaser elects to make
                    --------------------------
the  338  Elections pursuant to Section 9.5, the parties agree that the Purchase
Price  shall  be  allocated  among  the  Transactions  in  accordance  with  the
allocation  agreed upon by Purchaser and Seller.  If a Purchase Price allocation
is  developed,  Purchaser  and  Seller shall file such forms as are necessary or
appropriate  with  the  Internal  Revenue  Service  in  accordance with the Code
reflecting  such  allocation.  All  Tax  Returns  filed and positions taken with
respect to an allocation of the Purchase Price by the Seller and Purchaser shall
be  on  a  basis  consistent  with  any  allocation  agreed upon by the parties.

     Section  5.19  of the Purchase and Sale Agreement is amended to read in its
entirety  as  follows:

     Section  5.19  Employment  Matters;  Severance.
                    -------------------------------

     (a)     Purchaser  shall  offer or cause an Affiliate of Purchaser to offer
to  hire  as of the Closing Date each Employee listed on Schedule 3.16(a) who is
                                                         ----------------
actively employed by the Company or Health Net Vision, Inc., an Affiliate of the
Company,  as of the Closing Date.  Purchaser shall pay all costs associated with
the  continued  employment  of  any  Employee,  including  all salary, benefits,
relocation expenses, and other compensation to Employees accruing from and after
the  Closing  Date.  Schedule  5.19  contains a summary of the benefit plans and
                     --------------
arrangements  Purchaser intends to provide Employees retained after the Closing.

     (b)     Prior  to the Closing Date, Purchaser shall provide Seller with (i)
a  list  of those Employees it intends to retain after the Closing on an interim
basis to provide transitional services to Purchaser or the Company (the "Interim
Employees");  (ii)  a  list  of  Employees  Purchaser  intends  to retain for an
indefinite period after the Closing (the "Retained Employees"); and (iii) a list
of  Employees  the  Purchaser intends to terminate immediately after the Closing


<PAGE>
Date  ("Terminated  Employees")  (the  list  of  Interim  Employees, the list of
Retained  Employees and the list of Terminated Employees are jointly referred to
herein as the "Employee Lists").  The Employee Lists may be amended by Purchaser
prior  to  Closing  unless  any  proposed  amendment  would  result in any cost,
liability  or  prejudice  to  Seller  or  any  Employee.

     (c)     Purchaser  shall  offer  or cause the Company to offer (i) Retained
Employees  cash  compensation  for  a period of six (6) months after the Closing
equivalent  to  their  most  recent  base compensation immediately preceding the
Closing  Date,  and  (ii)  Interim  Employees  and  Terminated  Employees  cash
compensation  for  the  period  of  their employment by Purchaser or the Company
equivalent  to  their  most  recent  base compensation immediately preceding the
Closing  Date,  provided,  however,  Purchaser shall have the right to negotiate
                --------   -------
with  individual  Retained  Employees  and  Interim Employees for the purpose of
offering  such  Retained  Employees  and Interim Employees alternative positions
with  cash  compensation  appropriate  for such positions which may be less than
their  most  recent  base  compensation  immediately preceding the Closing Date.

     (d)     Purchaser  or  an Affiliate of Purchaser may terminate any Employee
after the Closing Date, provided, however, neither Purchaser or any Affiliate of
                        --------  -------
Purchaser  shall terminate any Employees until each Employee becomes an employee
of Purchaser or any Affiliate of Purchaser such that each Employee qualifies for
the benefit plans and arrangements of Purchaser specified in Schedule 5.16.  Any
                                                             -------------
Retained  and  Terminated  Employee  terminated  by Purchaser or an Affiliate of
Purchaser pursuant to this Section 5.16 shall be provided severance by Purchaser
(i) according to Seller's severance policy set forth as Exhibit E hereto, if any
                                                        ---------
such  Retained or Terminated Employee is terminated at Closing or within the six
(6)  month  period  following the Closing; or (ii) according to Purchaser's then
current  severance  policy,  if  any  such  Retained  or  Terminated Employee is
terminated after expiration of such six (6) month period.  Each Interim Employee
shall  be provided severance by Purchaser according to Seller's severance policy
set  forth as Exhibit E regardless of when such Interim Employees are terminated
              ---------
by  Purchaser  or  any Affiliate of Purchaser.  If, however, an Interim Employee
accepts  a  permanent  position  with  the  Purchaser  or  any  Affiliate of the
Purchaser,  such Employee shall be provided severance by Purchaser as a Retained
Employee.  Any  Interim  Employee  that declines to accept a comparable position
for  an indefinite term with the Purchaser or an Affiliate of Purchaser shall be
deemed  to  have  resigned  and  no  severance  shall  be due any such Employee.
Calculation  of  all  employee  benefits  provided  to  Employees  by Purchaser,
including  but  not  limited  to,  severance  for  any  Terminated  Employee and
severance  for Retained Employee and Interim Employee terminated by Purchaser or
any  Affiliate  of  Purchaser  shall  include credit for such Employee's time of
service  as an employee of the Company or any Affiliate of the Company.  Exhibit
                                                                         -------
D  hereto  is  deleted  in  its  entirety.
-

     (e)     Subject  to  the  terms  and  conditions  of  Article  VIII hereof,
Purchaser  shall  indemnify and hold harmless Seller and its Affiliates from any
and all liabilities and obligations arising from or in connection with any claim
for  severance  or other benefits resulting from the termination of any Employee
after  the  Closing  Date.

     (f)     Seller shall provide any notice required by WARN resulting from the
termination  of Employees prior to the Closing Date, and Purchaser shall provide
any  notice  required  by  WARN  resulting from the termination of any Employees
after  the  Closing  Date.


                                      -2-
<PAGE>
     Section  11.11  is  added to the Purchase and Sale Agreement to read in its
entirety  as  follows:

     Section  11.11  Access  to  Records  After  Closing.  Seller  and  its
                     -----------------------------------
representatives  shall  have  reasonable  access to all of the Books and Records
after the Closing Date to the extent that such access may reasonably be required
by  Seller  in connection with matters relating to or affected by the operations
of  the Company or HNL prior to the Closing Date.  Such access shall be afforded
by  Purchaser  upon  receipt  of  reasonable  advance  notice  and during normal
business  hours.  Seller  shall  be solely responsible for any costs or expenses
incurred  by  it  pursuant  to  this Section 11.11.  If Purchaser or the Company
shall  desire to dispose of any of the Books and Records, Purchaser shall, prior
to  such  disposition,  provide  Seller  a  reasonable  opportunity, at Seller's
expense,  to  segregate  and remove such Books and Records as Seller may select.

     Except  as  otherwise expressly amended herein, all terms and conditions of
the  Purchase  and  Sale  Agreement  shall  remain  in  full  force  and effect.

     This  Amendment  to  Purchase  and  Sale  Agreement  may  be  executed  in
counterparts.




                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]



                                      -3-
<PAGE>
     IN  WITNESS  WHEREOF,  the parties have executed this Amendment to Purchase
and  Sale  Agreement  as  of  the  date  first  set  forth  above.


                                        HEALTH NET, INC.



                                        By:   /s/ B. Curtis Westen
                                           -------------------------------------
                                        Name:   B. Curtis Westen
                                        Title:  Senior Vice President, General
                                                Counsel and Secretary


                                        SAFEGUARD HEALTH ENTERPRISES, INC.


                                        By:   /s/ Ronald I. Brendzel
                                           -------------------------------------
                                        Name:   Ronald I. Brendzel
                                        Title:  Senior Vice President, General
                                                Counsel and Secretary


                                      -4-
<PAGE>

</TEXT>
</DOCUMENT>
