SAFEGUARD HEALTH ENTERPRISES INC
<DOCUMENT>
<TYPE>EX-10.8
<SEQUENCE>9
<FILENAME>doc9.txt
<TEXT>
                                    GUARANTY
                                    --------

     This  is  an  absolute  and  unconditional  guaranty  of that certain Lease
Agreement  dated  August  30,  2002,  (the  "Lease")  by  and  between PARAMOUNT
PROPERTIES,  LLC,  a  Florida  limited  liability  company  (hereinafter  called
"Landlord") and SAFEGUARD HEALTH PLANS, INC., a Florida corporation (hereinafter
called  "Tenant"),  concerning  that  certain  premises  known  as  Suite  100,
containing  approximately  7,231  square  feet of useable area, which is located
within  the  building located at 3410 Henderson Boulevard, Tampa, Florida 33629.

     FOR  VALUE  RECEIVED,  and  in  consideration  for, and as an inducement to
Landlord  to  enter  into  the  aforementioned  Lease,  the  undersigned  hereby
guaranties  to  Landlord, its successors and assigns, the payment of all rentals
specified in the Lease and hereunder and all other payments to be made by Tenant
under  said  Lease, and the full performance and observance by Tenant of all the
terms, covenants, conditions and agreements therein provided to be performed and
observed  by  Tenant  for  which  the undersigned shall be jointly and severally
liable  with  Tenant, without requiring any notice of nonpayment, nonperformance
or  nonobservance,  or  proof  of  notice  or  demand,  whereby  to  charge  the
undersigned,  all  of which the undersigned does hereby expressly waive, and the
undersigned  expressly agrees that the Landlord, its successors and assigns, may
proceed  against  the  undersigned,  separately  or  jointly,  before,  after or
simultaneously  with  the  proceedings  against the Tenant for default, and that
this Guaranty shall not be terminated, affected or impaired in any way or manner
whatsoever  by  reason of the assertion by Landlord against Tenant of any of the
rights  or  remedies  reserved  to  Landlord  pursuant to the provisions of said
Lease,  or  by  reason of summary or other proceedings against Tenant, or by the
omission of Landlord to enforce any of its rights against Tenant or by reason of
any  extensions  of  time  or  indulgence  granted  by  Landlord  to Tenant. The
undersigned  further covenants and agrees (i) that the undersigned will be bound
by  all  of  the  provisions,  terms,  conditions, restrictions, and limitations
contained in said Lease, the same as though the undersigned was named therein as
Tenant;  and  (ii)  that  this  Guaranty shall be absolute and unconditional and
shall remain and continue in full force and effect as to any renewal, extension,
amendment,  addition,  assignment,  sublease,  transfer or other modification of
said Lease, whether or not the undersigned shall have any knowledge or have been
notified  of  or  agreed or consented to any such renewal, extension, amendment,
addition,  assignment,  sublease,  transfer or other modification of said Lease,
and  the  undersigned  agrees  to  be  bound by any and all modifications to the
Lease.  If Landlord at any time is compelled to take any action or proceeding in
court  or  otherwise  to  enforce  or  compel  compliance with the terms of this
Guaranty, the undersigned shall, in addition to any other rights and remedies to
which the Landlord may be entitled hereunder or as a matter of law or in equity,
be obligated to pay all costs, including reasonable attorneys' fees, incurred or
expended  by  Landlord  in connection therewith. Further, the undersigned hereby
covenants  and  agrees  to assume said Lease and to perform all of the terms and
conditions  thereunder for the balance of the original term should said Lease be
disaffirmed  by  any  Trustee  in  Bankruptcy  for  Tenant,  or at the option of
Landlord,  the  undersigned shall, in the event of Tenant's bankruptcy, make and
enter  into  a  new lease which shall be in form and substance identical to said
Lease.  All  obligations  and  liabilities  of  the undersigned pursuant to this
Guaranty  shall


<PAGE>
be  binding upon the heirs, legal representatives, successors and assigns of the
undersigned,  and  the undersigned, its heirs, legal representatives, successors
and  assigns  shall  remain  fully  liable  under  the  Lease  and this Guaranty
regardless  of  any  merger, corporate reorganization or restructuring involving
Tenant  regardless  of  the  resulting  organization,  structure or ownership of
Tenant.  This Guaranty shall be governed by and construed in accordance with the
laws  of  the  State  of  Florida.

     THE  UNDERSIGNED  HEREBY UNCONDITIONALLY CONSENTS AND AGREES THAT ANY LEGAL
ACTION  BROUGHT  UNDER  THIS  GUARANTY  MAY BE BROUGHT IN ANY STATE COURT OF THE
STATE  OF  FLORIDA  OR  IN  A  FEDERAL  UNITED  STATES  COURT IN FLORIDA AND THE
UNDERSIGNED  HEREBY  UNCONDITIONALLY CONSENTS TO THE JURISDICTION OF SUCH COURTS
IN  CONNECTION  WITH ANY CAUSE OF ACTION BROUGHT BY OR AGAINST TENANT AND/OR THE
UNDERSIGNED  IN  ANY  WAY  DIRECTLY  OR INDIRECTLY RELATED TO THE AFOREMENTIONED
LEASE OR THIS GUARANTY.  THE UNDERSIGNED HEREBY WAIVES ANY RIGHT THE UNDERSIGNED
MAY  HAVE  TO TRANSFER OR CHANGE THE VENUE OF ANY LITIGATION BROUGHT AGAINST THE
UNDERSIGNED  IN  ACCORDANCE  WITH THIS GUARANTY, AND THE UNDERSIGNED ALSO AGREES
NOT  TO  SEEK A JURY TRIAL IN ANY LAWSUIT, PROCEEDING, COUNTERCLAIM OR ANY OTHER
LITIGATION  PROCEEDING  BASED  UPON  OR  ARISING  OUT  OF  THIS  GUARANTY.

     If  Landlord  is  required  to  or  agrees  to repay any amount received by
Landlord  on  account  of any payments, obligations and liabilities of Tenant to
Landlord  as  a  result  of  a judgment, order or decree of a court of competent
jurisdiction or as a result of a settlement or compromise concerning a claim for
repayment  by  any  party  to  such  payments,  obligations  and  liability, the
undersigned  shall  remain  fully  liable  to  Landlord  for  the  amount repaid
notwithstanding  the  revocation  or  termination  of  this  Guaranty  or  the
cancellation  or  termination  of  the  Lease.

     At  any  time  that Tenant is required to furnish a certificate pursuant to
the  Lease,  the  undersigned,  by  guarantying  the terms and conditions of the
Lease, agree that itwill, upon twenty (20) days prior written request to Tenant,
certify  (by  written  instrument,  duly executed, acknowledged and delivered to
Landlord  and  to  any third person designated by Landlord in such request) that
the  undersigned  concurs  with  the statements set forth in said certificate by
Tenant  and  that  this  Guaranty  remains  in  full  force and effect as to all
obligations  of  Tenant under this Lease. Failure to deliver such certificate to
Landlord  (and  any  such  designated  third  party) within such twenty (20) day
period  shall  constitute  automatic  approval  of  the requested certificate as
though such certificate had been fully executed and delivered by the undersigned
to  Landlord  and  such  designated  third  party.


                                        2
<PAGE>
     IN  WITNESS  WHEREOF,  the undersigned has executed this Guaranty this 30th
day  of  August,  2002.




                                SAFEGUARD HEALTH ENTERPRISES, INC.,
                                a Delaware corporation


                                By:    /s/  Stephen J. Baker
                                       -----------------------------------------
                                Name:  Stephen J. Baker
                                       -----------------------------------------
                                Title: Executive V. P. & Chief Operating Officer
                                       -----------------------------------------


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


STATE OF CALIFORNIA

COUNTY OF ORANGE

     The  foregoing  instrument  was  acknowledged  before  me  this  4th day of
September,  2002  by  Stephen  J.  Baker  as  Executive Vice President and Chief
Operating Officer of SafeGuard Health Enterprises, Inc., a Delaware corporation,
on  behalf  of  the  corporation.  He  is  personally  known  to  me.


                            /s/  Kathryn S. Viau
                            ----------------------
                            Notary Public

                            Kathryn S. Viau
                            -----------------
                            (Print, Type or Stamp Name)

                            My Commission Expires: 9/10/03


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<PAGE>
STATE  OF  CALIFORNIA

COUNTY  OF  ORANGE

     The  foregoing  instrument  was  acknowledged  before  me  this  4th day of
September,  2002 by Ronald I. Brendzel as Senior Vice President and Secretary of
SafeGuard  Health  Enterprises,  Inc.,  a Delaware corporation, on behalf of the
corporation.  He  is  personally  known  to  me.


                                    /s/  Kathryn S. Viau
                                    ----------------------------
                                    Notary Public

                                    Kathryn S. Viau
                                    ----------------------------
                                    (Print, Type or Stamp Name)

                                    My Commission Expires: 9/10/03


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<PAGE>

</TEXT>
</DOCUMENT>
