EXHIBIT 10.44 TO CURRENT REPORT ON FORM 8-K DATED AS OF APRIL 7, 2003
      ---------------------------------------------------------------------

                            NETWORK ACCESS AGREEMENT

     This  NETWORK  ACCESS  AGREEMENT (the "Agreement") is made and entered into
this  7th day of April, 2003 by and between Health Net Life Insurance Company, a
California  domiciled  life  and  disability  insurance  company  ("HNL"),  and
SafeHealth  Life  Insurance  Company, a California domiciled life and disability
insurance  company  ("SafeHealth").

                                    RECITALS
                                    --------

     WHEREAS,  HNL  has developed and maintains a network of providers of dental
care  and  dental  services  to provide quality dental health care services in a
timely  and efficient manner consistent with good dental practices at contracted
rates;

     WHEREAS,  pursuant to the Purchase and Sale Agreement by and between Health
Net,  Inc. and SafeGuard Health Enterprises, Inc. dated April 7, 2003 ("Purchase
and  Sale  Agreement"),  SafeGuard  Health Enterprises, Inc. agreed, among other
things, to purchase and Health Net, Inc. agreed, among other things, to transfer
and  assign  to SafeGuard Health Enterprises, Inc. or its Designee, all of HNL's
right,  title  and  interest  in the agreements between the Dental Providers (as
defined  herein)  under  contract  with HNL to provide dental services or dental
supplies  to  HNL  Subscribers  (as  defined  herein) in California, Arizona and
Oregon  capable  of  being  assigned  or  transferred by HNL to SafeGuard Health
Enterprises,  Inc.  or  its  Designee;

     WHEREAS,  as a condition to the obligation of the parties to consummate the
Purchase  and  Sale  Agreement, the parties agreed to enter into an agreement at
the  Closing to use commercially reasonable efforts to provide SafeHealth as the
Designee  of  SafeGuard  Health  Enterprises,  Inc.  continued  access after the
Closing  to  those Dental Providers with dental provider agreements which HNL is
not  able  to  assign  to  SafeHealth;

     WHEREAS, HNL and SafeHealth desire to enter into this Agreement under which
HNL  will  use  its  commercially  reasonable efforts to provide SafeHealth with
access  to  the  Dental  Providers.

     NOW,  THEREFORE,  in  consideration  of  the  mutual  covenants,  terms and
conditions  herein  contained  and  other  good  and valuable consideration, the
sufficiency  of  which  is  hereby  acknowledged,  the  parties  hereby agree as
follows:

                                    ARTICLE I
                                   DEFINITIONS
                                   -----------

     Capitalized  terms  used  in this Agreement and not otherwise defined shall
have  the  meanings  given  such  terms in the Purchase and Sale Agreement.  For
purposes  of  this  Agreement,  the  following  terms  shall  have  the meanings
specified  below.


                                      -1-
<PAGE>
     "Assumption  and  Indemnity Reinsurance Agreement" means the Assumption and
      ------------------------------------------------
Indemnity Reinsurance Agreement by and between Health Net Life Insurance Company
and  SafeHealth  Life  Insurance  Company  dated  April  7,  2003.

     "Change  of Control" means the acquisition, in a single transaction or in a
      ------------------
series  of  related  transactions,  by a person, an entity or a group of persons
acting in concert of fifty-one percent (51%) or more of the voting securities of
a party, or fifty-one percent (51%) or more of the aggregate value of the assets
of  a  party.

     "Contract"  mean  a  contract  between  HNL  and  a Dental Provider for the
      --------
provision  of  Covered  Services to HNL Subscribers in force as of the Effective
Date.

     "Covered Services" means those dental services and dental supplies that are
     -----------------
described  in  a  Subscriber  Agreement.

     "Dispute"  shall  have  the  meaning  set  forth  in  Section  7.01.
      -------

     "Dental  Provider"  means  a  dentist, dental health service provider, or a
      ----------------
dental  supply  provider  who  or  which  as of the Effective Date is party to a
Contract  with  HNL  to  provide  dental  services  or  dental  supplies  to HNL
Subscribers  who  reside  in  California,  Arizona  or  Oregon.

     "Effective  Date" means the Closing Date of the Purchase and Sale Agreement
      ---------------
by  and  between  Health  Net, Inc. and SafeGuard Health Enterprises, Inc. dated
April  7,  2003.

     "HNL  Subscriber"  means  the  person who has entered into an individual or
      ---------------
group Subscriber Agreement with HNL or any of its Affiliates and who is eligible
to  receive  Covered Services from HNL or any of its Affiliates. For purposes of
this Agreement, Subscribers under Non-Novated Dental Policies (as defined in the
Assumption  and  Indemnity  Reinsurance  Agreement)  shall  be  considered  HNL
Subscribers  and  Non-Novated Dental Policies shall be considered HNL Subscriber
Agreements.

     "JAMS"  shall  have  the  meaning  set  forth  in  Section  7.02.
      ----

     "Losses"  shall  have  the  meaning  set  forth  in  Section  8.02.
      ------

     "Network  List"  shall  have  the  meaning  set  forth  in  Section  2.04.
      -------------

     "Non-Novated  Dental  Policies"  shall  have  the  meaning set forth in the
      ---------------------------
Assumption  and  Indemnity  Reinsurance  Agreement.

     "Notice  of  Transfer"  shall  have  the meaning set forth in Section 2.02.
      --------------------

     "Novated  Dental  Policies"  shall  have  the  meaning  set  forth  in  the
     ---------------------------
Assumption  and  Indemnity  Reinsurance  Agreement.

     "Participating  Dental Provider" means any Dental Provider who or which has
      -------------------------------
not  consented to the assignment by HNL of their Contract to SafeHealth, but who
or  which  has


                                      -2-
<PAGE>
otherwise  consented to provide dental services or dental supplies to SafeHealth
Subscribers in California, Arizona or Oregon on the same terms and conditions as
contained  in the Contract with such Dental Provider and who or which SafeHealth
determines  meets  the  credentialing  and  contracting  criteria established by
SafeHealth.

     "SafeHealth Subscriber" means the person who has entered into an individual
      ---------------------
or  group  Subscriber Agreement with SafeHealth or any of its Affiliates and who
is  eligible  to  receive  Covered  Services  from  SafeHealth  or  any  of  its
Affiliates.  For  purposes  of  this Agreement, Subscribers under Novated Dental
Policies  (as  defined  in  the  Assumption and Indemnity Reinsurance Agreement)
shall  be considered SafeHealth Subscribers and Novated Dental Policies shall be
considered  SafeHealth  Subscriber  Agreements.

     "Subscriber  Agreement" means an agreement with a Subscriber that describes
      ---------------------
the  Covered  Services and which sets forth the terms and conditions of coverage
and  enrollment.

                                   ARTICLE II
                                  HNL SERVICES
                                  ------------

     Section  2.1  Access  to  Network.  Subject  to  and  consistent  with  the
                   -------------------
terms  and  conditions of this Agreement, HNL shall provide to SafeHealth access
to the Dental Providers who or which allow such access under their Contracts for
the  purpose  of  providing  dental  services  or  dental supplies to SafeHealth
Subscribers.  SafeHealth  shall  cooperate  with  HNL  to  arrange  access  by
SafeHealth  Subscribers to any Dental Provider whose Contract does not expressly
permit  such  access  and  who  or  which  SafeHealth  determines  meets  the
credentialing  and  contracting  criteria  established  by  SafeHealth.

     Section  2.2  Notice  to  Dental  Providers.  HNL  and  SafeHealth  shall
                   -----------------------------
jointly  prepare  and  deliver  to  each Dental Provider a notice informing each
Dental  Provider  of  the  agreement  reached between HNL and SafeHealth for the
transfer  of  the  Dental  Policies  from  HNL  to  SafeHealth  pursuant  to the
Assumption  and  Indemnity  Reinsurance  Agreement  and  requesting  each Dental
Provider  to consent to the assignment by HNL of such Dental Provider's Contract
to  SafeHealth  (the  "Notice  of  Transfer").  The  expense  of  preparing  and
delivering  the  Notice  of  Transfer  to  each  Dental Provider shall be shared
equally  by  the parties.  The parties shall use commercially reasonable efforts
to  take  such  actions  or  cause  to  be done such things necessary, proper or
appropriate  to  obtain the consent of the Dental Providers to the assignment by
HNL  of  their  Contracts  to SafeHealth.  Upon receipt of a consent by a Dental
Provider to the assignment by HNL of his, her or its Contract to SafeHealth, HNL
shall  take  such  actions  necessary or appropriate to effect the assignment of
such  Dental  Provider  Contracts  to  SafeHealth.

     Section  2.3  Access  to  Dental  Providers.  SafeHealth  understands  and
                   -----------------------------
acknowledges  that  certain  Dental  Providers  may  elect not to consent to the
assignment  of  their  Contract  by HNL to SafeHealth.  When HNL has information
that  a Dental Provider has indicated that he, she or it will not consent to the
assignment  by  HNL  of such Dental Provider's Contract to SafeHealth, HNL shall
use  its  commercially  reasonable  efforts  to  cause each such Dental Provider
selected  by  SafeHealth  to  provide  dental  services  or  dental  supplies to
SafeHealth  Subscribers  on  the same basis, terms and conditions as such Dental
Provider  has  agreed  to


                                      -3-
<PAGE>
provide  Covered  Services to HNL Subscribers, provided, however, that HNL shall
                                               --------  -------
not  be  required  to  take  any  action with respect to any Contract that would
constitute  a  breach  thereof,  a  violation  of Law, or that would result in a
failure  by  HNL  to provide access to HNL Subscribers to an adequate network of
Dental  Providers.

     Section  2.4  Network  List.  Thirty  (30)  days  prior  to  the  Effective
                   -------------
Date,  HNL  shall deliver to SafeHealth a list of Dental Providers (the "Network
List") in a mutually acceptable electronic format that is accurate as of the end
of  the calendar month preceding delivery of the Network List.  The Network List
shall contain information regarding each Dental Provider including name, billing
address,  facility  office address, telephone number, tax identification number,
the  Contract  fee schedule, Contract effective date, Contract termination date,
and  any  specialty.  On  a  monthly  basis  thereafter,  HNL  shall  deliver to
SafeHealth  (i) updates of all information contained in the Network List and any
additional  information  in HNL's possession reasonably necessary for SafeHealth
to monitor and maintain an accurate database of Dental Providers and to maintain
the  sufficiency  and  accuracy  of  SafeHealth's  claim  processing and payment
systems,  (ii) a list of all Dental Providers who or which have consented to the
assignment  of  their  Contract  from HNL to SafeHealth, and (iii) a list of all
Dental  Providers who or which have agreed to be Participating Dental Providers.

     Section  2.5  Maintenance  of  Network.  HNL  shall  use  commercially
                   ------------------------
reasonable  efforts to maintain and enforce all provisions of the Contracts with
Participating  Dental Providers, provided, however, HNL shall not be required to
                                 --------  -------
recruit or enter into a contract with any person or entity who or which is not a
Dental  Provider  as  of  the  Effective  Date.

     Section  2.6  Termination  of  Contracts.  HNL  shall  notify SafeHealth as
                   -------------------------
soon  as  reasonably  practicable  of  the  receipt  by  HNL  of  a  notice of a
Participating Dental Provider's intention to terminate his, her or its Contract.
Nothing  herein  shall  preclude  HNL  from terminating any Participating Dental
Provider  either  for  cause  or  at  the  direction  of  SafeHealth in a manner
consistent  with  the  provisions  of  the Contract of each Participating Dental
Provider.  If  the  Contract  of a Participating Dental Provider terminates, the
obligation  of  HNL  to  use  its  commercially reasonable efforts to cause such
Participating  Dental  Provider to provide dental services or dental supplies to
SafeHealth  Subscribers  shall  cease  effective  on  the  date such termination
becomes  effective.

     Section  2.7  Communications.  HNL  shall  notify  SafeHealth  in  writing
                   --------------
promptly after receiving any actual or constructive notice of any investigation,
complaint,  grievance  or  adverse  action  against  any  Participating  Dental
Provider,  including  without  limitation (i) any action against a Participating
Dental  Provider's  state  license, accreditation, or certification, or (ii) any
event or circumstance which reasonably could be expected to interfere materially
with,  modify,  or  alter the performance of any Participating Dental Provider's
duties  or  obligations  under  its  Contract.

     Section  2.8  Grievance  Procedure.  HNL  and SafeHealth shall cooperate to
                   -------------------
resolve  any  questions  or complaints involving a Participating Dental Provider
related  to  dental  services  or  dental  supplies  provided  to  SafeHealth
Subscribers.


                                      -4-
<PAGE>
                                   ARTICLE III
                            OBLIGATIONS OF SAFEGUARD
                            ------------------------

     Section  3.1  Direct  Contracting.  As  soon  as  reasonably  practicable
                   -------------------
after  the  Effective Date, SafeHealth shall use commercially reasonable efforts
to  contract  directly  with  the those Dental Providers who or which (i) do not
consent  to the assignment of their Contract from HNL to SafeHealth, (ii) who or
which SafeHealth determines meet the SafeHealth credentialing requirements as of
the  Effective  Date, and (iii) who or which SafeHealth determines are necessary
or  desirable  to  provide  dental  services  or  dental  supplies to SafeHealth
Subscribers.  If  any  Dental  Provider  enters  into  a  direct  contractual
relationship  with  SafeHealth,  HNL's obligations to SafeHealth with respect to
such  Dental Provider pursuant to this Agreement shall cease, provided, however,
                                                              --------  -------
HNL shall maintain its Contract with any Dental Provider that contracts directly
with SafeHealth if necessary to provide HNL Subscribers under Non-Novated Dental
Policies  with  access  to  an  adequate  network  of  Dental  Providers.

     Section  3.2  Agreements  with  Contracting  Providers.  SafeHealth  hereby
                   ----------------------------------------
accepts  and  agrees  to  comply  with  all  provisions  of  the  Contracts with
Participating Dental Providers, including but not limited to, the responsibility
to  make  payment  to  any  Participating Dental Provider for dental services or
dental  supplies  provided  by  the Participating Dental Providers to SafeHealth
Subscribers  according to the fee schedule applicable to each Contract.  Any fee
schedule  maintained  by  HNL  with  a  Participating  Dental  Provider shall be
provided  by  HNL  upon  request to the SafeHealth.  Upon receipt of the written
consent  of  SafeHealth,  HNL  may  amend  the  fee  schedule  applicable to any
Participating  Dental  Provider  in  a  manner  consistent with the terms of the
Contract  with  such  Participating  Dental  Provider.  Notwithstanding  the
foregoing,  SafeHealth shall not modify in any way any obligation of the parties
set forth in the applicable Contracts executed between HNL and the Participating
Dental  Providers.

     Section  3.3  Payment  of  Dental  Provider  Fees.
                   ------------------------------------

     (a) SafeHealth shall retain full responsibility for the payment of all fees
related  to  dental  services  and  dental  supplies  provided  to  SafeHealth
Subscribers  by  Participating Dental Providers, excluding applicable copayment,
coinsurance  and  deductible  amounts. SafeHealth shall at all times retain full
responsibility  for determining compensability and for payment or non-payment of
claims  for  fees  from  Participating Dental Providers pertaining to SafeHealth
Subscribers.

     (b)  HNL  shall promptly forward to SafeHealth any claims for fees received
by  HNL from Participating Dental Providers pertaining to SafeHealth Subscribers
and  payable by SafeHealth, unless SafeHealth has made alternate arrangements in
advance  with  a  Participating  Dental  Provider  to  submit claims directly to
SafeHealth  for  payment.  SafeHealth  shall  pay  the  claims  for  fees  of
Participating  Dental  Providers for dental services or dental supplies provided
to  SafeHealth  Subscribers  as  soon as practical, but subject to the following
minimum  standard:  95%  of  the monthly volume of clean claims shall be paid or
denied  within  thirty  (30) days of receipt by SafeHealth. For purposes of this
Section  3.03,  "clean  claim"  means a claim that has no defect or impropriety,
including  any  lack of any required substantiating documentation, or particular
circumstances  requiring  special  treatment  that prevents timely payments from
being


                                      -5-
<PAGE>
made  on the claim.  SafeHealth shall promptly notify HNL if they determine that
the  minimum  reimbursement  standards  are  not  met  regularly.

     Section  3.4  Credentialing.  SafeHealth  shall  annually
                   -------------
re-credential  the  Participating  Dental  Providers  utilizing  SafeHealth's
credentialing  criteria  as  of  the  Effective Date.  If a Participating Dental
Provider  fails  to meet the SafeHealth credentialing criteria, upon the request
of  SafeHealth,  HNL  shall  terminate the Contract of such Participating Dental
Provider  in  accordance  with  its  terms.  SafeHealth  shall  require  the
Participating  Dental  Providers  to  maintain  all  professional  liability and
general liability insurance coverage required by Law or their Contract.  Subject
to  any  applicable  confidentiality  requirements,  HNL  and  its  authorized
representatives  shall  have  the  right,  upon  prior  written  notice,  at all
reasonable  times  during  normal  business  hours,  to inspect, review and make
copies  of  all  books  and  records  of  SafeHealth  reasonably  related to the
credentialing  of  Participating  Dental  Providers.

     Section  3.5  Quality  of  Service.  SafeHealth  shall  monitor the quality
                   --------------------
of  Covered  Services  provided  by  the  Participating  Dental Providers to HNL
Subscribers  and  SafeHealth  Subscribers  through  a quality management program
consistent  with the prevailing practices and procedures of SafeHealth as of the
Effective  Date.  In  the  event  the  standard  or  quality  of care or service
furnished  by  a Participating Dental Provider is found to be unacceptable under
such  program,  SafeHealth  shall  promptly  notify  HNL  and  either  (i)  use
commercially  reasonable  efforts  to  ensure  that  such  Participating  Dental
Provider  corrects the specified deficiency, or (ii) direct HNL to terminate the
Contract  of  such  Participating  Dental Provider in accordance with its Terms.
HNL  shall  cooperate  with  SafeHealth and use reasonable efforts to obtain the
cooperation  of  Participating  Dental  Providers  with  SafeHealth's  provider
profiling  and  performance  measurement  programs  and  processes.

     Section  3.6  Use  of  Information.  SafeHealth  may  provide  the names of
                   --------------------
Participating Dental Providers to SafeHealth Subscribers in provider directories
or  otherwise  and  may use such information as otherwise necessary to carry out
the  terms  of  this  Agreement,  including  but  not  limited to, attempting to
contract  directly  with  Dental Providers pursuant to Section 3.01.  SafeHealth
shall  not  otherwise  use  the  names,  symbols, trademarks or service marks of
Participating  Dental Providers without the prior written consent of HNL and the
Participating  Dental  Providers.

     Section  3.7  Subscriber  Services.  SafeHealth  shall  perform  all
                   --------------------
duties  relating  to  SafeHealth  Subscriber  services,  grievances, appeals and
coordination  of  care  under  the  SafeHealth  Subscriber  Agreements.

     Section  3.8  Covered  Services.  Communications  as  to  the  scope  of
                   -----------------
Covered Services under the SafeHealth Subscriber Agreements and the availability
of  same  to  SafeHealth  Subscribers  shall  be  the sole responsibility of the
SafeHealth.


                                      -6-
<PAGE>
                                   ARTICLE IV
                              TERM AND TERMINATION
                              --------------------

     Section  4.1  Term.  The  term  of  this Agreement shall be for a period of
                   ----
one  (1)  year,  commencing  on  the  Effective  Date.

     Section  4.2  Termination  on  Mutual  Consent.  This  Agreement  may  be
                   --------------------------------
terminated  at  any  time  by mutual agreement of the parties hereto in writing.

     Section  4.3  Termination  for  Cause.  Either  party  may  terminate  this
                   -----------------------
Agreement for cause by providing the other party thirty (30) days written notice
of  its  intention  to  terminate  upon  the occurrence of any of the following:

     (a)  If  a party fails to remit any amounts due under this Agreement within
ninety  (90)  days  of  the  date  such  amount  is  due  and  payable.

     (b)  If  a  party  breaches  a material term, covenant or condition of this
Agreement  and  fails  to  cure such breach within thirty (30) days of receiving
written  notice  of such breach from the non-breaching party. The written notice
of  such  breach  shall make specific reference to the action causing breach. If
the  breaching  party fails to cure its breach to the reasonable satisfaction of
the  non-breaching  party during the thirty (30) day cure period, this Agreement
shall terminate at the option of the non-breaching party. In the event such cure
cannot  reasonably  be  completed  within  such  thirty  (30)  day  period, then
commencement  of  such  cure  within  such  thirty  (30)  days  and its diligent
prosecution  shall,  subject  to  the  party's  other  rights  to  terminate the
Agreement,  extend  the  period  to  cure  the  breach  for an additional period
reasonably  necessary  to  complete  the  cure.

     (c)  If a party engages in fraudulent, illegal or grossly negligent conduct
with respect to its duties and obligations under this Agreement, the other party
shall  have  the  right  to  terminate  this Agreement, upon delivery of written
notice  of  such  termination  to the defaulting party, which shall be effective
upon receipt, without prejudice to any other rights or remedies available to the
non-defaulting  party  by  reason  of  the  defaulting  party's  conduct.

     (d)  If  a  party  becomes  unable  to  perform  its  obligations under the
Contracts or this Agreement because of financial impairment or loss of authority
to  act  under  Law, or by action of any Governmental Authority, the other party
shall  have  the  right  to  terminate  this  Agreement  immediately.

     (e) In the event of a Change of Control of one party, the other party shall
have the right to terminate this Agreement effective as of the effective date of
the  Change  of  Control.

     Section  4.4  Post-Termination  Rights  and  Responsibilities.
                   ------------------------------------------------
Termination  of this Agreement shall not terminate rights and obligations of the
parties  which  by  their nature extend beyond the term.  Upon the expiration or
earlier  termination  of this Agreement, upon the written request of SafeHealth,
SafeHealth  and  HNL  shall coordinate the transfer of SafeHealth Subscribers to
dental providers other than the Dental Providers in a manner consistent with the
SafeHealth  Subscribers'  need  for  continuity  of  dental  services and dental
supplies.


                                      -7-
<PAGE>
                                    ARTICLE V
                           RELATIONSHIP OF THE PARTIES
                           ---------------------------

     Section  5.1  Relationship  of  Parties.  The  parties  to  this
                   -------------------------
Agreement  are  and  shall remain independent contractors.  Neither party is the
employee  or  agent  of the other party, except as set forth herein, and neither
party  has  an express or implied right to bind the other party.  The parties do
not  intend  to  form  a  joint  venture,  partnership, or to be governed by Law
relating  to  any  relationship  other  than  that  of  independent contractors.
Neither  party  is authorized to modify, alter or waive the terms of any product
issued  by  the  other  party.

     Section  5.2  Dental  Providers.  SafeHealth  acknowledges  that  all
                   -----------------
Participating Dental Providers are independent contractors and are not employees
of  HNL,  or  any  HNL  Affiliate.  None  of  the  parties hereto shall attempt,
directly  or  indirectly,  to  control, direct or interfere with the practice of
medicine  or  dentistry  by  any  Participating  Dental  Provider.

                                   ARTICLE VI
                     PROTECTION OF CONFIDENTIAL INFORMATION
                     --------------------------------------

     Section  6.1  License  to  Use  HNL  Materials.  HNL  may  from  time  to
                   --------------------------------
time  provide  to  SafeHealth certain materials, brochures, reporting forms, and
other related material, whether in a printed or electronic format, pertaining to
the  Participating  Dental  Providers.  HNL grants to SafeHealth a non-exclusive
license  to  use  during  the term of this Agreement any such nonconfidential or
nonproprietary  materials  in  a  manner  consistent with this Agreement and the
Contracts  of  each  Participating  Dental  Provider.

     Section  6.2  Confidentiality  of  Information.  During  the  term  of this
                   --------------------------------
Agreement  and at all times thereafter, SafeHealth shall refrain from disclosing
to  any  person  any  confidential  or  trade  secret  information of HNL.  Upon
termination of this Agreement, SafeHealth shall immediately surrender and return
to HNL all documents relating to HNL's confidential or trade secret information,
including  but  not  limited to, utilization review and quality assurance plans,
utilization  review  data bases, fee schedules and schedules of charges, billing
systems,  any  and all operating manuals or similar materials, including without
limitation the policies, procedures, methods of doing business developed by HNL,
other property belonging to HNL, or other matters that are trade secrets of HNL.
SafeHealth agrees that all such documents and materials are the sole property of
HNL and that SafeHealth shall not make any copies thereof.  Upon the termination
of this Agreement, neither party shall use or permit the use for any purpose any
of  the  other party's proprietary or confidential information or trade secrets.

     Section  6.3  Subscriber  Confidential  Information.
                   --------------------------------------

     (a)  The  parties  shall  maintain  the  confidentiality  of  any  personal
information,  including  health  information,  pertaining  to  Subscribers  and
dependents  of  Subscribers  including,  without  limitation,  files,  records,
reports,  and  other information prepared and maintained in connection with this
Agreement,  in  accordance  with  all  applicable  Law.

     (b)  Each  party  shall  obtain any necessary consent or authorization from
Subscribers and the dependents of Subscribers with respect to the release to the
other  party  of  any  non-public


                                      -8-
<PAGE>
personal information, including health information, relating to such Subscribers
or  dependents  of  Subscribers,  by  means of a general or specific release, as
appropriate.  Each  party shall notify the other if it becomes aware that proper
authorizations  have not been obtained with respect to the release of non-public
personal  or  health information of a Subscriber or a dependent of a Subscriber.

                                   ARTICLE VII
                               DISPUTE RESOLUTION
                               ------------------

     Section  7.1  Arbitration.  In  the  event  of  any  dispute  between  the
                   -----------
parties  hereto relating to, arising out of, or in connection with any provision
of  this  Agreement (hereinafter a "Dispute"), the parties to this Agreement and
their  representatives,  designees,  successors  and assigns agree that any such
Dispute  shall be settled by binding arbitration to take place in Orange County,
California;  provided,  however,  that nothing herein shall preclude the parties
             --------   -------
from  seeking  equitable  judicial relief pending arbitration, including but not
limited  to  injunctive  or  other  provisional  relief.

     Section  7.2  Selection  of  Arbitrator.  Any  arbitration  hereunder shall
                   -------------------------
be  conducted by a single arbitrator chosen from the panel of arbitrators of the
Judicial Arbitration & Mediation Services ("JAMS") with experience and expertise
in  the dental HMO or dental indemnity insurance business.  If a JAMS arbitrator
with  specific  experience  in  the  dental  HMO  or  dental indemnity insurance
business  is  not  available, the arbitrator must have general experience in the
health insurance industry.  Within ten (10) days of notice of a Dispute from HNL
to  SafeHealth  or  notice  from SafeHealth to HNL, HNL and SafeHealth shall use
their  best  efforts  to  choose  a  mutually  agreeable arbitrator.  If HNL and
SafeHealth  cannot  agree  on  an  arbitrator,  the arbitrator shall promptly be
selected  by  JAMS.

     Section  7.3  Procedures.  The  party  submitting  a Dispute to arbitration
                   ----------
hereunder shall present its case to the arbitrator and the other party hereto in
written  form  within  twenty (20) days after the appointment of the arbitrator.
The  other  party  hereto  shall  then have twenty (20) days to submit a written
response  to  the arbitrator and the original party who submitted the Dispute to
arbitration.  After  timely  receipt  of each party's case, the arbitrator shall
have  twenty  (20)  days  to  render  his  or  her  decision.

     Section  7.4  Applicable  Law.  The  arbitrator  is  relieved from judicial
                   ---------------
formalities  and,  in  addition to considering the rules of law, the limitations
contained  in  this  Agreement  and the customs and practices of the health care
industry,  shall make his or her award with a view to effectuating the intent of
this  Agreement.  The decision of the arbitrator shall be final and binding upon
the  parties,  and  judgment  may  be  entered  thereon  in a court of competent
jurisdiction.

     Section  7.5  Expenses.  Each  party  shall  bear  its  own  cost  of
                   --------
arbitration,  and the costs of the arbitrator shall be shared equally among each
party  to  a  Dispute.

     Section  7.6  Survival  of  Article.  This  Article  VII  shall  survive
                   ---------------------
termination  of  this  Agreement.


                                      -9-
<PAGE>
                                  ARTICLE VIII
                    ALLOCATION OF LIABILITY & INDEMNIFICATION
                    -----------------------------------------

     Section  8.1  Limitation  of  Liability.
                   --------------------------

     (a)  HNL  shall not be responsible for any claims, liabilities, expenses or
other  obligations  arising  out  of  or in connection with any of the benefits,
coverages,  or  other  terms and conditions of SafeHealth Subscriber Agreements,
policies, agreements, or other arrangements issued or entered into by SafeHealth
or any of its Affiliates providing Covered Services to SafeHealth Subscribers or
the performance or non-performance of any of SafeHealth's obligations under this
Agreement. HNL shall not be liable for any breach of any agreement with a Dental
Provider  arising  from  or  in  connection  with  any act, error or omission by
SafeHealth. SafeHealth acknowledges that HNL shall have no responsibility to pay
any  compensation  to  any Participating Dental Provider or any other person for
any  dental  services  or  dental  supplies provided to a SafeHealth Subscriber.

     (b)  Except  as  provided  in  the  Assumption  and  Indemnity  Reinsurance
Agreement,  SafeHealth  shall  not  be  responsible for any claims, liabilities,
expenses  or  other  obligations arising out of or in connection with any of the
benefits,  coverages,  or  other  terms  and  conditions  of  the HNL Subscriber
Agreements,  policies,  agreements, or other arrangements issued or entered into
by HNL or any of its Affiliates providing Covered Services to HNL Subscribers or
the  performance or non-performance of any of HNL 's or any of HNL's Affiliate's
obligations  under this Agreement. SafeHealth shall not be liable for any breach
of  any agreement with a Dental Providers arising from or in connection with any
act,  error  or  omission  by  HNL  or  any  HNL  Affiliate.

     Section  8.2  Indemnification.  Each  party  shall  indemnify  and  hold
                   ---------------
harmless  the  other  party and their respective directors, officers, employees,
representatives,  and  agents  against any and all losses, liabilities, damages,
demands,  claims,  actions  judgments,  causes  of action, assessments, costs or
expenses,  including  without  limitation,  interest,  penalties  and reasonable
attorneys'  fees  (collectively,  "Losses")  incurred by a party by reason of or
arising  out  of  the performance or non-performance of obligations of the other
party  under this Agreement or any other act, error or omission.  The obligation
of SafeHealth to indemnify HNL shall include, without limitation, Losses arising
out  of  SafeGuard's performance or non-performance of the obligations under the
Contracts with Participating Dental Providers in accordance with Section 3.02 of
this  Agreement.

                                   ARTICLE IX
                               GENERAL PROVISIONS
                               ------------------

     Section  9.1  Compliance  with  Laws.  Each  party  shall,  in  the
                   ----------------------
performance  of  their  obligations set forth in this Agreement, comply with all
applicable  Law  and  the  rules and regulations of all Governmental Authorities
with jurisdiction over the parties and each party shall maintain all licenses or
certificates  necessary  or appropriate for the performance of the functions set
forth  in  this  Agreement.  Each  party  shall  conform  its actions under this
Agreement  to  any orders concerning the activities covered by this Agreement by
Governmental  Authorities  having



                                      -10-
<PAGE>
jurisdiction  over  the  parties'  business  affairs and operations.  Each party
shall take all actions and make all filing, applications and provide all notices
required by applicable Law.  Each party shall promptly notify the other party of
any complaint, inquiry or lawsuit by any Governmental Authority relating to this
Agreement.

     Section  9.2  Notices.  Any  notice  or  other  communication  required
                   -------
or  permitted  hereunder shall be in writing and shall be delivered by certified
process server, certified or registered mail (postage prepaid and return receipt
requested),  by a nationally recognized overnight courier service (appropriately
marked  for  overnight  delivery)  or  by  facsimile (with request for immediate
confirmation  of  receipt  in  a  manner  customary  for  communications of such
respective  type).  Notices  shall  be  effective  upon  receipt  and  shall  be
addressed  as  follows:

     (a) if to SafeHealth to:


                             SafeGuard Health Enterprises, Inc.
                             95 Enterprise, Suite 100
                             Aliso Viejo, California  92656
                             Attn.: James E. Buncher
                             President and Chief Executive Officer
                             Tel: (949) 425-4100
                             Fax: (949) 425-4101

                        with a copy to:

                             Ronald I. Brendzel
                             Senior Vice President and General Counsel
                             SafeGuard Health Enterprises, Inc.
                             95 Enterprise, Suite 100
                             Aliso Viejo, California  92656
                             Tel: (949) 425-4110
                             Fax: (949) 425-4586

                        and

                             David K. Meyercord
                             Strasburger and Price, LLP
                             901 Main Street, Ste. 4300
                             Dallas, Texas  75202-3794
                             Tel: (214) 651-4525
                             Fax: (214) 659-4023


                                      -11-
<PAGE>
     (b) if to HNL to:
                             Health Net, Inc.
                             Att:  General Counsel
                             21650 Oxnard Street
                             Woodland Hills, California  91367
                             Tel: (818) 676-7601
                             Fax: (818) 676-7503

                        with a copy to:

                             Kenneth B. Schnoll
                             Sonnenschein Nath & Rosenthal
                             685 Market Street
                             San Francisco, CA  94105
                             Tel: (415) 882-0210
                             Fax: (415) 543-5472

     Section  9.3  Headings.  The  headings  of  the  sections  of  this
                   --------
Agreement are included for the purposes of convenience only and shall not affect
the  interpretation  of  any  provision  hereof.

     Section  9.4  Governing  Law.  This  Agreement  shall  be  governed  by and
                   --------------
construed  in accordance with the Law of the State of California, without giving
effect  to  the  principles  of  conflicts  of  laws  thereof.

     Section  9.5  Severability.  In  the  event  any  section  or  provision of
                   ------------
this  Agreement  or related documents is found to be void and unenforceable by a
court  of  competent jurisdiction, the remaining sections and provisions of this
Agreement  or  related  documents shall nevertheless be binding upon the parties
with  the same force and effect as though the void or unenforceable part had not
been  severed  or  deleted.

     Section  9.6  Assignability.  Except  as  otherwise  expressly  provided
                   -------------
in  this  Agreement,  neither  party may assign any of its rights or obligations
under  this  Agreement  without  the  prior  written consent of the other party.
Except  as  specifically provided in this Agreement, any attempted assignment or
delegation  of  a  party's  rights,  claims,  privileges,  duties or obligations
hereunder  shall  be  null  and  void.

     Section  9.7  Successors  and  Assigns.  This  Agreement  and  the  rights,
                   ------------------------
privileges,  duties  and  obligations  of  the  parties hereunder, to the extent
assignable  or  delegable, shall be binding upon and inure to the benefit of the
parties  and  their  respective  successors  and  permitted  assignees.

     Section  9.8  Waiver.  No  waiver  of  or  failure  by any party to enforce
                   ------
any  of  the  provisions,  terms,  conditions,  or  obligations  herein shall be
construed  as  a  waiver  of  any  subsequent  breach  of  such provision, term,
condition,  or  obligation,  or  of  any  other  provision,  term, condition, or
obligation  hereunder,  whether  the  same or different in nature.  No extension


                                      -12-
<PAGE>
of  time for performance of any obligations or acts shall be deemed an extension
of  the  time  for  performance  of  any  other  obligations  or  acts.

     Section  9.9  Expenses.  Except  as  may  be  specifically  provided for in
                   --------
this Agreement, all parties shall bear their own expenses incurred in connection
with this Agreement and the transactions contemplated herein, including, but not
limited  to,  legal  and  accounting  fees.

     Section  9.10 Further Assurances. Each party agrees, at its own cost, to do
                   ------------------
such  further  acts  and  things  and  to  execute  and  deliver such additional
agreements  and  instruments  as the other may reasonably require to consummate,
evidence  or  confirm the agreements contained herein in the manner contemplated
hereby.

     Section 9.11 Relationship of Parties. The parties to this Agreement are and
                  -----------------------
shall remain independent contractors.  Neither party is the employee or agent of
the other party, except as set forth herein, and neither party has an express or
implied  right  to  bind  the  other party.  The parties do not intend to form a
joint  venture,  partnership,  or  to  be  governed  by  Law  relating  to  any
relationship  other  than  that  of  independent  contractors.

     Section  9.12  No  Third Party Rights. This Agreement has been made for the
                    -----------------------
benefit  of  the  parties hereto and respective successors and permitted assigns
and nothing in this Agreement is intended to confer any rights or remedies under
or  by reason of this Agreement on any other person other than the parties to it
and  their  respective  successors  and  permitted  assigns.  Nothing  in  this
Agreement  is  intended  to relieve or discharge the obligations or liability of
any  third  person  to  any  party  to  this  Agreement.

     Section 9.13 Exhibits and Schedules. All exhibits and Schedules referred to
                  ----------------------
in  this  Agreement  are  incorporated  herein  by  this  reference.

     Section  9.14  Force Majeure. Neither party- hereto shall be liable for any
                    --------------
delay  or  failure  in the performance of any obligation under this Agreement or
for  any  loss  or  damage  (including  indirect or consequential damage) to the
extent  that  such  nonperformance,  delay,  loss  or  damage  results  from any
contingency which is beyond the control of such party, provided such contingency
is  not  caused by the fault or negligence of such party.  A contingency for the
purposes  of  this  Agreement  shall be acts of God, fires, floods, earthquakes,
explosions,  storms,  wars, hostilities, blockades, public disorders, quarantine
restrictions,  embargoes,  strikes  or  other labor disturbances, and compliance
with any law, order or control of, or insistence by any governmental or military
authority.

     Section  9.15  Plurals/Pronouns/Gender.  All  pronouns  and  any variations
                    -----------------------
thereof  shall be deemed to refer to the masculine, feminine or neuter, singular
or  plural,  as  appropriate.

     Section  9.16  Locative  Adverbs.  Whenever  in this Agreement the locative
                    -----------------
adverbs  "herein,"  "hereof,"  or  "hereunder"  are  used,  the  same  shall  be
understood  to  refer  to this Agreement in its entirety and not to any specific
article,  section,  subsection,  subpart,  paragraph  or  subparagraph.


                                      -13-
<PAGE>
     Section  9.17  Integration.  This  Agreement and all Exhibits and Schedules
                    -----------
attached  hereto constitute the entire agreement between the parties with regard
to  the  subject  matter  hereof  and  thereof.  This  Agreement  supersedes all
previous  agreements  between  or  among  the parties.  There are no agreements,
representations,  or warranties between or among the parties with respect to the
subject  matter  hereof  other  than  those  set  forth in this Agreement or the
documents  and  agreements  referred  to  in  this  Agreement.

     Section  9.18  Amendments.  No  amendment,  modification,  or supplement to
                    ----------
this  Agreement  shall  be binding on any of the parties unless it is reduced to
writing  and  signed  by  each  of  the  parties.  SafeHealth  acknowledges that
Contracts  permit  the  implementation of certain amendments unilaterally by HNL
without  the  consent  by  the Dental Providers who or which are parties to such
Contracts.  SafeHealth  shall cooperate with HNL in effecting such amendments to
Contracts  as may be required in order to carry out the terms of this Agreement.

     Section  9.19  Counterparts.  This  Agreement  may  be  executed
                    ------------
simultaneously  in  any  number of counterparts, each of which will be deemed an
original,  but  all  of  which  will  constitute  one  and  the  same agreement.

     IN  WITNESS WHEREOF, the undersigned have executed this Agreement as of the
date  first  written  above.


                                 HEALTH NET LIFE INSURANCE COMPANY


                                        /s/ David W. Anderson
                                 ----------------------------------------
                                 Name:  David W. Anderson
                                 Title: President



                                 SAFEHEALTH LIFE INSURANCE COMPANY


                                        /s/ James E. Buncher
                                 ----------------------------------------
                                 Name:  James E. Buncher
                                 Title: President and Chief Executive Officer


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


                                      -14-
<PAGE>