EXHIBIT 10.45 TO CURRENT REPORT ON FORM 8-K DATED AS OF APRIL 15, 2003

                 ASSUMPTION AND INDEMNITY REINSURANCE AGREEMENT

     THIS  ASSUMPTION  AND  INDEMNITY  REINSURANCE AGREEMENT (this "Agreement"),
                                                                    ---------
dated  as  of  April  7,  2003,  is  made by and among HEALTH NET LIFE INSURANCE
COMPANY,  a  California  domiciled  life  and  disability insurance company (the
"Company"),  and  SAFEHEALTH LIFE INSURANCE COMPANY, a California domiciled life
--------
and  disability  insurance  company  (the  "Reinsurer").  The  Company  and  the
                                            ---------
Reinsurer  are  referred  to  herein  collectively  as  the  "Parties".
                                                              -------

     WHEREAS, the Company desires to transfer and assign to the Reinsurer all of
the  Company's  right, title and interest in and to the Novated Dental Policies;

     WHEREAS,  the  Reinsurer  desires to assume all of the Company's duties and
obligations  in connection with, relating to, or arising at any time out of such
Novated  Dental  Policies  upon  the  terms  and  conditions  set  forth herein;

     WHEREAS, the Company desires to cede, on an indemnity reinsurance basis, to
the  Reinsurer, the Company's Policy Liabilities in connection with, relating to
and  arising  out  of  the  Non-Novated  Dental  Policies,  upon  the  terms and
conditions  set  forth  herein;

     WHEREAS,  the  Reinsurer  desires  to  reinsure on an indemnity reinsurance
basis  the  Company's Policy Liabilities arising under or in connection with the
Non-Novated Dental Policies, upon the terms and conditions set forth herein; and

     WHEREAS,  in  connection  with  the  foregoing,  the  Health  Net, Inc. and
SafeGuard  Health  Enterprises,  Inc.  have  entered  into the Purchase and Sale
Agreement  dated  as  of April 7, 2003 (the "Purchase and Sale Agreement") which
                                             ---------------------------
calls  for the execution and delivery of this Agreement as of the Closing of the
transactions  contemplated  thereunder.

     NOW,  THEREFORE, in consideration of the mutual covenants and promises, and
upon the terms and conditions hereinafter set forth, the Parties hereto 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.

     "Claims"  shall  have  the  meaning  set  forth  in  Section  7.03.
      ------

     "Dental  Policies"  means  all  policies or other agreements (including all
      ----------------
supplements,  endorsements,  riders  and  ancillary  agreements  in  connection
therewith) with individuals, employers or other group sponsors that obligate the
Company  to  provide, arrange for the provision of, or indemnify for the cost of
dental care services and dental supplies as specified therein, which policies or
other  agreements  (i)  are  in  effect  as  of  the  Effective  Time  or  (ii)


<PAGE>
become  effective  after  the  Effective  Time,  including  through  (A)  the
reinstatement of lapsed policies pursuant to provisions therein or of applicable
law,  or  (B) the issuance or renewal thereof by the Company after the Effective
Time to honor quotes outstanding as of the Effective Time, or to satisfy renewal
rights  of  individuals,  employers  or  other  group sponsors under contractual
provisions or applicable law, or (C) modifications agreed to by the Reinsurer on
behalf  of  the Company pursuant to the authority granted to the Reinsurer under
Section  7.01  of  this  Agreement, provided, however, Dental Policies shall not
                                    --------  -------
include any policy or other agreements (including all supplements, endorsements,
riders  and  ancillary  agreements  in  connection  therewith) with individuals,
employers  or other group sponsors that obligate the Company to provide, arrange
for  the  provision  of,  or  indemnify for the cost of dental care services and
dental  supplies as a Medicare + Choice Preferred Provider Organization pursuant
to  Contract  Number  P01239  by  and  between  the  Company and the Centers for
Medicare  and  Medicaid  Services.

     "Dental  Services"  shall  have  the  meaning  set  forth  in Section 7.07.
      ----------------

     "Dispute"  shall  have  the  meaning  set  forth  in  Section  11.02.
      -------

     "Disputed  Claim"  shall  have  the  meaning  set  forth  in  Section 7.03.
      ---------------

     "Disputed  Complaint"  shall  have  the  meaning set forth in Section 7.05.
      -------------------

     "Effective  Time"  means  11:59  p.m.  Pacific  Time,  on the Closing Date.
      ---------------

     "Extra-Contractual  Liabilities"  means  any  and  all  liabilities  and
      ------------------------------
obligations  of  any  nature,  kind  or  description  (i)  for  consequential,
extra-contractual,  tort,  bad  faith,  exemplary,  punitive, special or similar
damages  and  (ii)  for  statutory  or  regulatory  damages,  fines,  penalties,
forfeitures,  and  similar  charges  of  a  penal  or  disciplinary  nature.

     "GAAP"  means generally accepted accounting principles consistently applied
      ----
throughout  the  specified  period and in a comparable period in the immediately
preceding  year.

     "JAMS"  shall  have  the  meaning  set  forth  in  Section  11.03.
      ----

     "Member  Materials"  shall  have  the  meaning  set  forth in Section 3.01.
      -----------------

     "Members"  means  the  individuals  (including  their  covered  spouses and
      -------
covered  dependents)  entitled  to  Dental Services pursuant to Dental Policies.

     "Non-Novated  Dental  Policies" shall have the meaning set forth in Section
      ----------------------------
2.04.

     "Novated  Dental  Policies"  means those Dental Policies transferred to the
      -------------------------
Reinsurer  by  novation  as of the Novation Date and under which Dental Policies
the  Reinsurer  shall  have become the successor to the Company under the Dental
Policies  as  described  in  Section  2.03.

     "Novation  Date"  shall  have the meaning set forth in Section 3.02 hereof.
      --------------

     "Obligations"  shall  have  the  meaning  set forth in Section 2.01 hereof.
      -----------


                                      -2-
<PAGE>
     "Policy  Liabilities" means the Company's gross liabilities and obligations
      -------------------
arising  under  or in connection with the Dental Policies to the extent the same
are  unpaid  or unperformed on or after the Effective Time, before deduction for
all other applicable cessions, if any, under the Company's reinsurance programs.
In  addition,  the  term  "Policy  Liabilities"  shall  include:

     (a)  all  Extra-Contractual  Liabilities  that arise from any act, error or
          omission  after the Effective Time, whether or not intentional, in bad
          faith  or otherwise, by the Reinsurer or any of its affiliates, or any
          of  their  respective  officers,  employees, agents or representatives
          relating  to  the Dental Policies, and any attorneys' fees incurred by
          the  Reinsurer  or  the  Company  related  to  such  Extra-Contractual
          Liabilities;

     (b)  all  liabilities  and obligations for premium taxes arising on account
          of  any  premiums  with  respect  to  the Dental Policies allocable to
          coverage  after  the  Effective  Time;

     (c)  all  liabilities  and  obligations  for returns or refunds of premiums
          (irrespective  of  when  due)  under  the  Dental  Policies;

     (d)  any  assessment  required  by  any  insurance  guaranty,  insolvency,
          comprehensive  health  association or other similar fund maintained by
          any  jurisdiction  relating to the Dental Policies assessed or imposed
          on  the  basis  of  premium  for  coverage  after  the Effective Time;

     (e)  all  liabilities  and  obligations  for  commission payments and other
          compensation,  if  any,  due  and  payable  with respect to the Dental
          Policies  to  or  for  the benefit of agents and brokers to the extent
          that  such  amount  accrues  after  the  Effective  Time;

     (f)  all  liabilities  and  obligations  for payment of any compensation to
          providers  relating  to  Dental Services provided to Members under the
          Dental  Policies  regardless  of  the  "date  of  service";  and

     (g)  any  obligation  arising  as  a  result of the Reinsurer 's failure to
          perform  its  obligations  pursuant  to  Section  7.07.

     "SAP"  means  statutory  accounting  practices  prescribed  or permitted by
      ---
applicable  insurance regulatory authorities consistently applied throughout the
specified period and in the comparable period in the immediately preceding year.

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

                                   ARTICLE II
                       BUSINESS TRANSFERRED AND REINSURED
                       ----------------------------------

     Section  2.01.  Assignment  of  Dental  Policies.  As of the Effective Time
                     -----------------------------
(i)  except  as  is otherwise provided in Section 5.01 below, the Company hereby
transfers  and  assigns  to  the Reinsurer all of the Company's right, title and
interest  in  the  Dental  Policies  identified  in


                                      -3-
<PAGE>
Schedule  2.01  attached  hereto  and  made  a  part hereof and delegates to the
--------------
Reinsurer all of the Company's duties and obligations of performance and payment
under  the  Dental  Policies  arising  after  the  Effective  Time, and (ii) the
Reinsurer  hereby  accepts,  assumes  and agrees to perform all of the Company's
duties  and  obligations,  whether  direct,  indirect, contingent, unliquidated,
unmatured  or  otherwise  arising  after  the  Effective  Time  (collectively,
"Obligations"),  in  connection  with, relating to, or arising out of the Dental
 -----------
Policies.

     Section  2.02.  Novation.  As  soon  as  practicable  after  the  Effective
                     --------
Time,  the Reinsurer shall use all commercially reasonable efforts to effect the
assumption by novation by the Reinsurer of the Dental Policies (each such Dental
Policy  being  referred  to  herein  as  a "Novated Dental Policies" and Novated
                                            -----------------------
Dental  Policies  shall  include any such subsequently novated Dental Policies).
If  the  Reinsurer does not for any reason assume by novation any Dental Policy,
then the Reinsurer shall accept and reinsure, on an indemnity reinsurance basis,
100%  of  the  Policy Liabilities related to such Non-Novated Dental Policies in
accordance  with  the  terms  and  conditions  of  this  Agreement.

     Section  2.03. Direct Obligations. To the extent that the Reinsurer assumes
                    ------------------
by  novation  any  Dental Policies under applicable law, as of the Novation Date
(i)  the  Reinsurer  shall  be  the  successor to the Company under such Novated
Dental  Policies  as  if  such  Novated  Dental Policies were direct obligations
originally  issued  by  the Reinsurer and the Reinsurer shall be responsible for
the  performance  of all obligations and the payment of all benefits and amounts
due  under  the Novated Dental Policies in accordance with their terms, (ii) the
Reinsurer  shall  be substituted in the place and stead of the Company, and each
Member  under  any  such  Novated Dental Policy shall disregard the Company as a
party  thereto  and  treat  the Reinsurer as if it had been originally obligated
thereunder  except  as  otherwise  provided  herein,  (iii) the Company shall be
released of all liability with respect to such Novated Dental Policies, (iv) the
Members  under  such Novated Dental Policies shall have the right to file claims
arising under such Novated Dental Policies directly with the Reinsurer and shall
have  a  direct right of action for indemnification, benefits and services under
such  Novated  Dental  Policies  against the Reinsurer, and the Reinsurer hereby
consents  to  be subject to any such direct action taken by any such Member, (v)
the Reinsurer shall be responsible for all matters relating to administration of
the  Novated  Dental  Policies,  including  but  not  limited to policy changes,
reinstatement  standards,  premium  rate  changes,  policy  renewals,  agent
commissions  and  administrative  methods and procedures, and (vi) any indemnity
reinsurance  of  such Novated Dental Policies and related liabilities thereunder
by  the  Reinsurer  shall  cease  and  instead be replaced by such assumption by
novation.

     Section  2.04.  Indemnity  Reinsurance. Effective as of the Effective Time,
                     ----------------------
the Company shall cede to the Reinsurer, and the Reinsurer shall assume from the
Company  on an indemnity reinsurance basis, 100% of the Policy Liabilities under
all  Dental  Policies  (including  those  Dental Policies that are identified in
Schedule  2.01  attached  hereto and made a part hereof) which the Reinsurer has
--------------
not  for any reason (including the lack of any required approval or consent of a
party  to  a  Dental  Policy) as of the Effective Time assumed by novation (each
such  Dental  Policy being referred to herein as a "Non-Novated Dental Policy").
                                                    -------------------------
Notwithstanding  the  foregoing,  the term "Non-Novated Dental Policy" shall not
include  any Dental Policy from and after the date of its assumption by novation
at  any  time  by  the  Reinsurer.


                                      -4-
<PAGE>
     Section  2.05.  Policy  Liabilities.  The Reinsurer accepts, reinsures, and
                     -------------------
assumes  the  Policy  Liabilities  subject to any and all defenses, setoffs, and
counterclaims  to which the Company would be entitled with respect to the Policy
Liabilities, it being expressly understood and agreed by the Parties hereto that
no  such  defenses,  setoffs,  or  counterclaims  are  or shall be waived by the
execution and delivery of this Agreement or the consummation of the transactions
contemplated  hereby, and that the Reinsurer is and shall be fully subrogated in
and  to  all  such  defenses,  setoffs,  and  counterclaims.  From and after the
Effective  Time,  as  among the Parties, the Reinsurer shall bear and shall have
responsibility  for  paying  or  performing  all Policy Liabilities.  The Policy
Liabilities  ceded under this Agreement shall be subject to any changes required
by  law  or  regulation  and  the  same  rates,  terms,  conditions,  waivers,
interpretations,  modifications  and  alterations  as  the  Non-Novated  Dental
Policies.

                                   ARTICLE III
                     ASSUMPTION CERTIFICATES; OPTION LETTERS
                     ---------------------------------------

     Section  3.01.  Member  Materials.  The  Reinsurer  shall  prepare  and
                     -----------------
deliver  to  every party to a Dental Policy a Notice of Transfer, Certificate of
Assumption,  and  Notice  of  Rejection  of  Assumption  substantially  in  the
appropriate  forms  set  forth  in  Exhibit A attached hereto (collectively, the
                                    ---------
"Member  Materials") and otherwise acceptable to both the Reinsurer and Company,
------------------
which  shall  inform  each party to a Dental Policy of the proposed transfer and
enable  such  party  to  accept  or  reject  the  assumption  and  novation.

     Section  3.02.  Mailing.  The  Member  Materials  shall be mailed on a date
                     -------
agreed  upon  by  the  Reinsurer and the Company, and, to the extent required by
applicable  law,  shall  be  reviewed  by  and  found  acceptable  to applicable
regulatory  authorities  prior  to  mailing.  The  Reinsurer  shall deliver only
Member  Materials  that  are  in  compliance  with applicable law, regulation or
regulatory  authority.  No  assumption by novation of a Dental Policy shall take
effect  until  the earlier of the acceptance of the assumption by the party to a
Dental  Policy  or  90 days (or such other period, if any, as may be required by
applicable law) (the "Novation Date") after Member Materials have been mailed to
                      -------------
the  party  to  such  Dental  Policy.

     Section  3.03.  Expenses.  All  expenses  incurred  by  the  Parties hereto
                     --------
pursuant  to  this  Article  shall  be  shared  equally  by  the  Parties.

                                   ARTICLE IV
                                      TERM
                                      ----

     Section  4.01.  Term.  This  Agreement  shall  remain  in  force and effect
                     ----
until  all  Policy  Liabilities  reinsured  and  assumed  by Reinsurer have been
discharged  in  full,  or all Dental Policies are transferred and assumed by the
Reinsurer  by  novation and all obligations of the Reinsurer hereunder have been
discharged  in  full.

                                    ARTICLE V
                                  CONSIDERATION
                                  -------------

     Section  5.01.  Consideration  to  the  Reinsurer.  The  Reinsurer shall be
                     -------------------------------
entitled  to  all premium, premium adjustments and other consideration allocable
to  coverage after the Effective Time (irrespective of when due) received by the
Company or the Reinsurer with respect to the


                                      -5-
<PAGE>
Dental  Policies.  In  the  event that the Company receives any premium or other
consideration  with  respect  to a Dental Policy allocable to coverage after the
Effective  Time,  the  Company  shall  promptly  remit  such  premiums and other
consideration  to  the Reinsurer along with all pertinent information pertaining
thereto  including the nature of the payment, source of funds, policy number and
period to which it relates. In the event that the Reinsurer receives any premium
or  other  consideration  with respect to a contractual liability or contractual
obligation  arising under a Dental Policy paid or performed by the Company prior
to  the  Effective  Time,  the  Reinsurer shall promptly remit such premiums and
other  consideration  to  the  Company  along  with  all  pertinent  information
pertaining  thereto including the nature of the payment, source of funds, policy
number  and  period  to  which  it  relates.

     Section  5.02.  Application  of  Future Consideration. Any premium, premium
                     --------------------------------------
adjustments  and  other  consideration  received  and  retained by the Reinsurer
pursuant  to Section 5.01 shall be applied by the Reinsurer to the oldest unpaid
obligations  or  outstanding invoices relating to the period after the Effective
Time.

     Section  5.03.  Additional  Consideration  for  Indemnity  Reinsurance  of
                     ----------------------------------------------------------
Non-Novated  Dental Policies.  As additional consideration for the assumption by
----------------------------
Reinsurer  on  an  indemnity reinsurance basis of 100% of the Policy Liabilities
under  the  Non-Novated  Dental  Policies,  the  Company  shall  (i) transfer to
Reinsurer  at  the  Effective  Time  admitted assets having a net admitted asset
value  determined  in  accordance  with  SAP  as  prescribed or permitted by the
California  Department  of Insurance equal to the Company's net unearned premium
reserve  and  loss  and loss adjustment expense (including losses that have been
incurred but not reported) reserve, if any, attributable to claims arising under
the  Non-Novated Dental Policies prior to the Effective Time; and (ii) assign to
Reinsurer  any amounts due to Company under any reinsurance agreements in effect
on  the  Effective  Time  between  the Company and any reinsurer (other than the
Reinsurer)  relating  to  the  Policy Liabilities assumed by the Reinsurer under
this  Agreement.

     Section  5.04.  Additional  Consideration  for Assumption of Novated Dental
                     -----------------------------------------------------------
Policies.  As  additional  consideration  for  the  assumption  by  novation  by
--------
Reinsurer  of  the  Novated  Dental  Policies, the Company shall (i) transfer to
Reinsurer  at  the  within  five (5) Business Days after the end of the calendar
month  following  the  Novation Date admitted assets having a net admitted asset
value  determined  in  accordance  with  SAP  as  prescribed or permitted by the
California  Department  of Insurance equal to the Company's net unearned premium
reserve  and  loss  and loss adjustment expense (including losses that have been
incurred but not reported) reserve, if any, attributable to claims arising under
the  Novated  Dental  Policies  prior  to the Effective Time; and (ii) assign to
Reinsurer  any amounts due to Company under any reinsurance agreements in effect
on  the  Effective  Time  between  the Company and any reinsurer (other than the
Reinsurer)  relating  to  the  Novated  Dental Policies assumed by the Reinsurer
under  this  Agreement.

                                   ARTICLE VI
                            ACCOUNTING AND SETTLEMENT
                            -------------------------

     Section  6.01.  Accounting  Reports.  On  or  before  the last Business Day
                     -------------------
of  each  month,  the  Reinsurer  shall  provide  the  Company  with  reports of
activities  under this Agreement with respect to the Non-Novated Dental Policies
for the preceding month showing any amounts due the Company or the Reinsurer, as
the  case  may  be,  as  reimbursement  for  paid  claims,  premiums


                                      -6-
<PAGE>
or  other  amounts  due  with respect to the Non-Novated Dental Policies and any
information  required  by  the  Statement of Statutory Accounting Principles, as
amended,  of  the National Association of Insurance Commissioners.  On or before
the  last  Business Day of January, April, July and October, the Reinsurer shall
provide  the  Company  with  quarterly  reports  or  an  annual  report  of such
activities  as  appropriate.

     Section  6.02.  Financial  Statement  Information.  The  Reinsurer  and the
                     ---------------------------------
Company  shall  each  provide  the  other  with  the  financial,  accounting and
actuarial information necessary to prepare SAP regulatory, tax and GAAP monthly,
quarterly  and  annual  financial  statements  and  returns  and  satisfy  other
requirements  including  reserve  and  related  calculations  regarding  the
Non-Novated Dental Policies in the form reasonably required by the Reinsurer and
the  Company.  The  Company and the Reinsurer shall agree to mutually acceptable
procedures  and  time  schedules  for  the  transmission  and  receipt  of  such
information.

     Section  6.03. Settlements. Within ten (10) Business Days after delivery of
                    -----------
each  monthly report, the Reinsurer and the Company shall settle on an estimated
basis,  all amounts then due under this Agreement for that month.  The Reinsurer
and  the  Company  shall  make  a  final  settlement of all amounts due for each
calendar  year within twenty (20) Business Days after the delivery of the annual
report  referred  to  in  Section  6.01  hereof.

     Section  6.04.  Net  Payment Basis. Amounts payable under this Agreement by
                     -------------------
the  Parties  hereto shall be settled against each other, dollar for dollar, and
only  a  net  payment shall be due; provided, however, that no balance or amount
                                    --------  -------
due  by  the  Parties  under  any  other  agreement  shall be offset against any
obligation  arising  under  this  Agreement.

     Section  6.05.  Late Payments. Should any payment due any party be received
                     --------------
by  such  party  more  than  sixty (60) days after the due date for such payment
under  this Agreement, interest shall accrue from the date on which such payment
was  due  (taking  into  account the provisions of 6.06 hereof) until payment is
received  by  the party entitled thereto, at an annual rate equal to the Bank of
America  Reference  Rate  quoted  for  six month periods as reported in The Wall
Street  Journal  on  the  first  Business Day of the month in which such payment
first  becomes  due.

     Section  6.06.  Federal  Funds.  All  settlements  in  accordance with this
                     --------------
Agreement  shall  be made by wire transfer of immediately available funds on the
due  date,  or  if  such  day  is not a Business Day, on the next day which is a
Business  Day.  Payment  may  be  made by check payable in immediately available
funds  in  the event the party entitled to receive payment has failed to provide
wire  transfer  instructions.

     Section  6.07.  Reports  to Regulatory Authorities. During the term of this
                     -----------------------------------
Agreement, the Reinsurer and the Company shall promptly furnish the other copies
of  any  and  all filings with, and reports or communications received from, any
regulatory  authority  which  relates directly and materially to the Non-Novated
Dental  Policies,  including,  without  limitation,  each annual statement, each
quarterly  financial  report to the regulatory authority of the party's domicile
having  principal  jurisdiction  over  the  party  and  each  report on periodic
examination  issued by such regulatory authority to the extent it relates to the
Non-Novated  Dental  Policies.


                                      -7-
<PAGE>
                                   ARTICLE VII
                     DENTAL POLICY ADMINISTRATION; REPORTING
                     ---------------------------------------

     Section  7.01.  Administration  of  Non-Novated  Dental  Policies.  The
                     -------------------------------------------------
Company  hereby  grants  the  Reinsurer  authority  in  all  matters relating to
administration  of  the  Non-Novated  Dental Policies to the fullest extent such
authority  may  be  granted  pursuant  to applicable law.  In furtherance of the
foregoing,  the Company hereby nominates, constitutes and appoints the Reinsurer
as  its  attorney-in-fact  with  respect  to  the rights, duties, privileges and
obligations  of the Company in and to the Non-Novated Dental Policies, with full
power  and  authority  to  act  in the name, place and stead of the Company with
respect  to  the  Non-Novated  Dental  Policies.

     Section  7.02. Administration. The Reinsurer shall, at its expense, provide
                    --------------
the  technical  and  administrative  service,  assistance  and support functions
described in Schedule 7.02 attached hereto (the "Services") reasonably necessary
             -------------                       --------
or  appropriate  for the proper management and administration of the Non-Novated
Dental  Policies,  which shall include, but not be limited to, Services required
for  the  proper  administration of the Non-Novated Dental Policies prior to the
Effective  Time and not performed as of the Effective Time.  The Services at all
times shall be consistent with the Company's prevailing practices and procedures
as  of  the  Effective  Time  with respect to similar types of policies actually
communicated  by  the Company to Reinsurer and all applicable laws, regulations,
and  regulatory  actions  and  pronouncements.  (As  used  elsewhere  in  this
Agreement,  the  terms  "prevailing  practices and procedures" will refer to the
Company's  prevailing  practices  and  procedures  as  of  the  Effective  Time
communicated  by  the  Company  to  the  Reinsurer).

     Section  7.03.  Claims  Payment Instructions. The Reinsurer at its own cost
                     -----------------------------
shall administer and process all payments to reimburse providers and Members for
covered  Dental Services under the Non-Novated Dental Policies (the "Claims") in
                                                                     ------
conformance  with the Company's prevailing practices and procedures with respect
to  similar  types  of  policies,  including  review, investigation, adjustment,
settlement,  defense and payment of Claims, special investigation and anti-fraud
compliance,  and  preparation  of  any  report required concerning the foregoing
Services and will, in connection with such Claims administration, retain, at its
sole  discretion and cost, any outside investigation firms, adjusters, attorneys
or  other  professionals that the Reinsurer deems necessary in the adjustment of
such Claims.  If a Claim arising prior to the Effective Time under a Non-Novated
Dental  Policy  is  presented  that  the  Reinsurer  in good faith disputes, the
Reinsurer  shall  consult  with  the  Company.  If, after such consultation, the
Reinsurer  and  the  Company  disagree as to how to resolve a Claim, the Company
shall  be entitled to assume, at its own expense, the control of the handling or
the  defense of such a disputed Claim (a "Disputed Claim"), including employment
                                          --------------
of  counsel.  The  Company  shall  apprise the Reinsurer of and consult with the
Reinsurer  with respect to the progress of a Disputed Claim.  In exercising such
control,  the  Company  shall  act  in  good  faith in accordance with generally
accepted  claims  practices  of  similar  insurance  companies  under  similar
circumstances.  Any  payment  of  any  portion  of  a Disputed Claim made by the
Company  shall  be  added to the Policy Liabilities and shall be unconditionally
binding  on  the  Reinsurer;  provided, however, that if the Company receives an
                              --------  -------
offer of settlement or compromise from the other parties to a Disputed Claim for
a  particular  amount  or obtains a commitment from such other parties that they
would accept a compromise or settlement requiring only the payment of a specific
amount, the granting of an appropriate release or similar accommodation, and the
Company,  after  mandatory


                                      -8-
<PAGE>
consultation  with  and  over the objection of the Reinsurer, refuses to consent
thereto  and  elects  to  continue  to dispute or otherwise pursue such Disputed
Claim,  then  the liability of the Reinsurer with respect of such Disputed Claim
shall  be  deemed  limited  to  that amount including expenses which the Company
would have been liable if such compromise or settlement had been accepted by the
Company.

     Section  7.04.  Communications  Relating  to  Non-Novated  Dental Policies.
                     -------------------------------------------------------
On  and  after  the  Effective  Time,  the Company shall forward promptly to the
Reinsurer  all  notices and other written communications it receives relating to
the  Non-Novated  Dental  Policies  (including  all inquiries or complaints from
state  insurance  regulators,  agents,  brokers  and  Members and all notices of
claims,  suits  and  actions  for  which  it  receives service of process).  The
Company  shall  be  entitled  to  retain  copies  of  all  such  materials.

     Section  7.05.  Complaint  Handling  Procedure. The Parties shall cooperate
                     ------------------------------
with  each  other in providing information necessary to respond to any inquiries
and  complaints  concerning  the Non-Novated Dental Policies.  All inquiries and
complaints  concerning  the  Non-Novated Dental Policies received by the Company
shall  be  forwarded  immediately  by  facsimile  or overnight mail to a contact
person  designated  by  the  Reinsurer  for  reply.  After consultation with the
Company,  except as provided below, the Reinsurer shall answer all inquiries and
complaints  received  by  it concerning the Non-Novated Dental Policies.  If the
Reinsurer  and the Company disagree as to the appropriate response to an inquiry
or  complaint,  the Company shall be entitled to assume, at its own expense, the
control  of  the  handling  of  the  response  to  such  inquiry or complaint (a
"Disputed  Complaint"),  including  employment  of  counsel.  The  Company shall
 -------------------
apprise  the  Reinsurer  of  and  consult with the Reinsurer with respect to the
progress of a Disputed Complaint.  In exercising such control, the Company shall
act  in  good  faith  consistent  with  the  Company's  prevailing practices and
procedures  as  of  the  Effective  Time  with  respect  to similar inquiries or
complaints.  Any  payment  arising out of a Disputed Complaint controlled by the
Company,  to the extent such payment constitutes an Extra Contractual Liability,
shall be added to the Policy Liabilities and shall be unconditionally binding on
the  Reinsurer;  provided,  however,  that  if  the Company receives an offer of
                 --------   -------
settlement  or  compromise  from the other parties to a Disputed Complaint for a
particular  amount  or  obtains  a  commitment from such other parties that they
would accept a compromise or settlement requiring only the payment of a specific
amount, the granting of an appropriate release or similar accommodation, and the
Company,  after  mandatory  consultation  with  and  over  the  objection of the
Reinsurer,  refuses  to  consent  thereto  and  elects to continue to dispute or
otherwise  pursue  such  Disputed Complaint, then the liability of the Reinsurer
with  respect  of such Disputed Complaint shall be deemed limited to that amount
including  expenses  for  which  the  Company  would  have  been  liable if such
compromise and settlement had been accepted by the Company.  Upon answering such
inquiries  or complaints, the Reinsurer shall furnish the Company with a copy of
the  complaint  file.  The Reinsurer shall be solely responsible for maintaining
any complaint files, complaint registers or other reports of any kind, which are
required  to  be  maintained  under  applicable  law.

     Section  7.06.  Filings.  The  Reinsurer  shall  handle  all compliance and
                     -------
regulatory  matters  relating  to  the  administration of the Non-Novated Dental
Policies,  including  monitoring  changes in applicable law, filing and refiling
forms and rates, and preparing and filing all reports and other filings required
by  applicable  law.  The  Reinsurer  shall  provide  to  the  Company copies of


                                      -9-
<PAGE>
all reports and filings with respect to the Non-Novated Dental Policies required
to  be  made  with  any  Governmental  Authority.

     Section  7.07. Provider Services. In fulfilling its Obligations pursuant to
                    -----------------
Section  2.01,  the  Reinsurer  shall  provide, arrange for the provision of, or
indemnify  for the cost of dental care services and supplies ("Dental Services")
                                                               ---------------
required  to  satisfy  all  obligations  with respect to the provision of Dental
Services  to Members and their dependents under the Non-Novated Dental Policies.
The  Reinsurer  shall  be  responsible  for  the  recruitment, credentialing and
management  of,  and  for contracting with, or gaining access to dental care and
service  providers  adequate  for the delivery of all Dental Services to Members
required  by  or  incidental  to  the  Non-Novated  Dental  Policies.

     Section  7.08.  Administration of Novated Dental Policies. Except for those
                     ------------------------------------------
services  to  be  provided  to  the  Reinsurer  by  the  Company pursuant to the
Transition  Services  Agreement,  administration  and  servicing  of the Novated
Dental  Policies  shall  be  the  sole  responsibility  of  the  Reinsurer.

     Section  7.09.  Communications  Relating to Novated Dental Policies. On and
                     ----------------------------------------------------
after  the  Effective  Time, the Company shall forward promptly to the Reinsurer
all  notices  and  other  written  communications received by it relating to the
Novated  Dental  Policies  (including  all  inquiries  or  complaints from state
insurance  regulators,  agents,  brokers and insureds and all notices of claims,
suits  and actions for which it receives service of process).  The Company shall
be  entitled  to  retain  copies  of  all  such  materials.

     Section 7.10. Novation Reports. Within ten (10) Business Days after the end
                   ----------------
of  each  month  after the Effective Time, beginning with the month in which the
first  novation  of  an Dental Policy occurs, the Reinsurer shall provide to the
Company  a report indicating all Dental Policies that have been the subject of a
novation  by  the  Reinsurer  during  the  prior  month.

     Section  7.11.  Inspection. Each party hereto and its respective authorized
                     ----------
representatives  shall  have the right, upon prior written notice, at reasonable
times  during  normal  business hours, to inspect and review all books, records,
accounts,  reports, tax returns, files and information of the other party hereto
reasonably  relating  to  this Agreement.  The Parties shall keep all non-public
information  received  from  the  other  party strictly confidential, and unless
otherwise  required  by  applicable  Law  or  Governmental  Authority, shall not
disclose  any  of  the  same  without  obtaining the prior approval of the party
providing  the  information.  The  rights of the Parties under this Section 7.11
shall  survive  termination  of  this  Agreement.

                                  ARTICLE VIII
                     REGULATORY APPROVALS; STATEMENT CREDIT
                     --------------------------------------

     Section  8.01.  Regulatory  Approvals.  The  consummation of this Agreement
                     --------------------
and  the  transactions  contemplated  hereby  are  expressly contingent upon and
subject  to obtaining any and all such approvals and consents as may be required
by  applicable law, regulation, or Governmental Authority.  No provision in this
Agreement  shall  be  deemed  to  require  any  party  hereto to take any action
prohibited  by applicable law, regulation, or regulatory authority.  The form of
any  application  for  any  such  approvals  or  consents  as may be required by
applicable  law,


                                      -10-
<PAGE>
regulation,  or  Governmental Authority shall be approved by the Company and the
Reinsurer  prior  to  the  filing  of  any  such  application.

     Section  8.02.  Statement  Credit.  The  Reinsurer shall at its own expense
                     ----------------
take  all  actions  reasonably  necessary  to  permit the Company to obtain full
financial  statement  credit in all applicable jurisdictions for the reinsurance
provided to it by the Reinsurer and the assumptions by novation pursuant to this
Agreement,  including,  if  necessary,  posting  acceptable  security.

                                   ARTICLE IX
                                 INDEMNIFICATION
                                 ---------------

     Section  9.01.  Indemnification  by  the  Reinsurer.  The  Reinsurer  shall
                     ----------------------------------
indemnify,  defend  and  hold  the  Company harmless from and against all Policy
Liabilities and all losses, liabilities, claims, damages and expenses (including
reasonable attorneys' fees and expenses) that are based upon or arise out of the
breach  of  any  obligation  of  the  Reinsurer  provided for in this Agreement.

     Section  9.02.  Indemnification by the Company. The Company shall indemnify
                     -------------------------------
the  Reinsurer  against,  and  hold them harmless from, all losses, liabilities,
claims, damages and expenses (including reasonable attorneys' fees and expenses)
that  are based upon or arise out of the breach of any obligation of the Company
provided  for  in  this  Agreement.

                                    ARTICLE X
                                   INSOLVENCY
                                   ----------

     Section  10.01.  Payments  by  the  Reinsurer.  With  respect  to  any
                      ----------------------------
Non-Novated  Dental  Policy,  the  Reinsurer  hereby agrees that all amounts due
under  this  Agreement  with respect to the Non-Novated Dental Policies shall be
payable  by the Reinsurer to any conservator, liquidator, or statutory successor
of  the  Company  on  the basis of the claims allowed against the Company by any
court  of competent jurisdiction or by any conservator, liquidator, or statutory
successor  of  the  Company  having  authority  to  allow  such  claims, without
diminution  because  of that insolvency, or because the conservator, liquidator,
or  statutory  successor  has  failed  to  pay  all  or a portion of any claims.
Payments  by  the  Reinsurer  as  set  forth in this Section 10.01 shall be made
directly  to  the  Company  or  to  its  conservator,  liquidator,  or statutory
successor,  except  where  the  Non-Novated  Dental Policy specifically provides
another payee of such reinsurance in the event of the insolvency of the Company.

     Section  10.02. Claims. It is agreed that in the event of the insolvency of
                     ------
the  Company,  the  liquidator,  receiver  or  other  statutory successor of the
Company  shall  give  prompt  written notice to the Reinsurer of the pendency or
submission of a Claim under the Non-Novated Dental Policies reinsured hereunder.
During  the pendency of such claim, the Reinsurer may investigate such Claim and
interpose,  at  its  own  expense,  in  the proceeding where such claim is to be
adjudicated,  any defense available to the Company or its receiver.  The expense
thus incurred by the Reinsurer is chargeable against the Company, subject to any
court  approval,  as  a  part  of  the  expense  of  insolvency, liquidation, or
rehabilitation  to  the  extent  of  a  proportionate share of the benefit which
accrues  to  the  Company  solely  as  a result of the defense undertaken by the
Reinsurer.


                                      -11-
<PAGE>
     Section  10.03. Novated Dental Contacts. All amounts due a Member under the
                     -----------------------
Novated  Dental  Policies  shall be payable by the Reinsurer on the basis of the
liability of the Reinsurer under the Novated Dental Policies, without diminution
because  of  the  insolvency  of  the  Company.  Any  benefits or amounts due to
Members  with  respect  to a Novated Dental Policy shall be paid or performed by
the  Reinsurer  in  accordance  with  the  Novated  Dental  Policy.

                                   ARTICLE XI
                                   ARBITRATION
                                   -----------

     Section  11.01.  Conciliation.  If  a  dispute  between  any of the Parties
                      ------------
relating  to  this  Agreement is not resolved within ten (10) Business Days from
the  date  that  any  party has notified another party that such dispute exists,
then  such  dispute shall be submitted on the next Business Day for conciliation
to  a  senior  executive  officer or his or her designee of each party.  If such
senior  executive officers are unable to resolve the dispute within fifteen (15)
Business  Days  from  the  date  that  it  is first presented to them, then such
dispute  shall  be  referred  to  binding  arbitration.

     Section 11.02. 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.

     Section  11.03.  Appointment 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
Company  to  Reinsurer  or  notice  from  Reinsurer  to Company, the Company and
Reinsurer  shall  use  their  best  efforts  to  choose  a  mutually  agreeable
arbitrator.  If the Company and the Reinsurer cannot agree on an arbitrator, the
arbitrator  shall  promptly  be  selected  by  JAMS.

     Section  11.04.  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  11.05.  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.

     Section  11.06.  Decisions  Final.  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.


                                      -12-
<PAGE>
     Section  11.07.  Costs.  Each party shall bear its own cost of arbitration,
                      -----
and  the  costs  of  the  arbitrator  shall  be  shared  equally by the Parties.

     Section  11.08.  Equitable Relief. Sections 11.01 and 11.02 shall not apply
                      -----------------
to  any  claim  for  equitable relief, including, without limitation, claims for
specific  performance,  a  preliminary  injunction,  or  a temporary restraining
order.  Such claims shall be submitted to a court of competent jurisdiction, and
neither  party shall be required to post any bond or other security.  If a party
chooses  to  pursue equitable relief, such conduct shall not constitute a waiver
of, or be deemed inconsistent with, the arbitration provisions set forth in this
Article  XI.  Once  the claims for equitable relief are finally decided, any and
all remaining claims shall be submitted to arbitration pursuant to Section 11.02
and  the  arbitrator  shall be bound by the findings and rulings of the court on
the  claims  for  equitable  relief.

     Section  11.09.  Survival  of  Article.  This  Article  XI  shall  survive
                      ---------------------
termination  of  this  Agreement.

                                   ARTICLE XII
                                  MISCELLANEOUS
                                  -------------

     Section  12.01.  Notices.  Any  notice  or  other communication required or
                      -------
permitted  hereunder  shall  be  in  writing  and  shall be delivered by hand 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:

     If to the Reinsurer:

                            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


                                      -13-
<PAGE>
                            David K. Meyercord
                            Strasburger and Price, LLP
                            901 Main Street, Ste. 4300
                            Dallas, Texas  75202-3794
                            Tel: (214) 651-4525
                            Fax: (214) 659-4023

     If to the Company:

                            Health Net, Inc.
                            21650 Oxnard Street
                            Woodland Hills, California  91367
                            Attention:  General Counsel
                            Facsimile: (818) 676-7503

                       with a copy to:

                            Sonnenschein Nath & Rosenthal
                            685 Market Street, 6th Floor
                            San Francisco, California  94105
                            Attention:  Kenneth B. Schnoll
                            Facsimile:  (415) 543-5472

     All  notices and other communications required or permitted under the terms
of  this  Agreement  that are addressed as provided in this Section shall (i) if
delivered  personally  or  by  overnight express, be deemed given upon delivery;
(ii) if delivered by facsimile transmission, be deemed given when electronically
confirmed;  and  (iii)  if sent by registered or certified mail, be deemed given
when  received.  Any  party  from time to time may change its address for notice
purposes by giving a similar notice specifying a new address, but no such notice
shall  be  deemed  to have been given until it is actually received by the party
sought  to  be  charged  with  the  contents  thereof.

     Section 12.02. Entire Agreement. This Agreement (including the Exhibits and
                    ----------------
Schedules  hereto)  and  the Transaction Agreements contain the entire agreement
and  understanding  among  the  Parties  with  respect  to  the  transactions
contemplated  hereby,  and  supersedes  all prior agreements and understandings,
written  or  oral,  with  respect  thereto.

     Section  12.03.  Expenses.  Except  as otherwise expressly provided in this
                      --------
Agreement,  whether or not the transactions contemplated hereby are consummated,
each  of  the  Parties  hereto  shall pay its own costs and expenses incident to
preparing  for,  entering  into  and  carrying  out  this  Agreement  and  the
consummation  of  the  transactions  contemplated  hereby.

     Section  12.04. Counterparts. This Agreement may be executed in one or more
                     ------------
counterparts,  each of which shall be deemed an original, but all of which shall
constitute  one  and  the same instrument and shall become effective when one or
more  counterparts  have been signed by each of the Parties and delivered to the
other  Parties.


                                      -14-
<PAGE>
     Section  12.05.  No  Third  Party  Beneficiary.  Except  as  otherwise
                      -----------------------------
specifically  provided  in this Agreement, nothing in this Agreement is intended
or  shall  be construed to give any person, other than the Parties hereto, their
successors  and permitted assigns, any legal or equitable right, remedy or claim
under  or  in  respect of this Agreement or any provisions contained herein, and
Reinsurer  shall  not  be  directly  liable  hereunder  to  any Member under any
Non-Novated  Dental  Policy.

     Section 12.06. Amendment. This Agreement may only be amended or modified by
                    ---------
a  written  instrument  executed  on  behalf  of the Parties hereto and any such
amendment  shall  be  subject  to  receipt  of  any and all consents, approvals,
permits  and  authorizations  required  to  be  obtained  from  Governmental
Authorities.

     Section  12.07.  Assignment; Binding Effect. Neither this Agreement nor any
                      ---------------------------
of  the rights, interests or obligations under this Agreement shall be assigned,
in  whole  or in part, by either of the Parties hereto without the prior written
consent  of  the  other party, and any such assignment that is attempted without
such  consent  shall  be null and void.  Subject to the preceding sentence, this
Agreement  shall be binding upon, inure to the benefit of, and be enforceable by
the  Parties  and  their  respective  successors  and  permitted  assigns.

     Section  12.08.  Invalid  Provisions. If any provision of this Agreement is
                      -------------------
held  to  be illegal, invalid, or unenforceable under any present or future law,
and if the rights or obligations of the Parties under this Agreement will not be
materially  and  adversely  affected  thereby, (a) such provision shall be fully
severable;  (b)  this  Agreement  shall  be  construed  and  enforced as if such
illegal,  invalid, or unenforceable provision had never comprised a part hereof;
and  (c)  the  remaining provisions of this Agreement shall remain in full force
and  effect  and shall not be affected by the illegal, invalid, or unenforceable
provision  or  by  its  severance  herefrom.

     Section 12.09. Duty of Cooperation. Each party hereto shall cooperate fully
                    -------------------
with  the  other  party hereto in all reasonable respects in order to accomplish
the  objectives  of  this  Agreement.

     Section  12.10.  Governing  Law.  This  Agreement  shall be governed by and
                      --------------
construed  in  accordance  with  the  laws  of  the  State  of  California.

     Section  12.11.  Waiver.  Any  term  or  condition of this Agreement may be
                      ------
waived  in  writing  at  any  time  by the party that is entitled to the benefit
thereof.  A  waiver  on  one  occasion shall not be deemed to be a waiver of the
same  or any other breach or nonfulfillment on a future occasion.  All remedies,
either under the terms of this Agreement, or by law or otherwise afforded, shall
be  cumulative  and  not  alternative,  except  as  otherwise  provided  by law.

     Section  12.12.  Errors  and  Omissions.  Inadvertent  delays,  errors  or
                      ----------------------
omissions  that  occur  or  are  made  in  connection  with  the  transactions
contemplated  by  this  Agreement shall not relieve any party from any liability
that  would  have  attached  had  such  delay,  error  or omission not occurred,
provided that such error or omission is rectified by the party making such error
or  omission  as  soon  as  possible  after  discovery thereof and such error or
omission  does  not  prejudice  any  other  party.


                                      -15-
<PAGE>
     Section  12.13.  Interpretation.  For purposes of this Agreement, the terms
                      --------------
"hereof", "herein", "hereto", "hereunder", and derivative or similar words refer
  -----    ------    ------    ---------
to  this  Agreement  (including the exhibits hereto) as a whole unless otherwise
indicated.  Whenever  the words "include", "includes" or "including" are used in
                                 -------    --------      ---------
this  Agreement,  they  shall  be  deemed  to  be followed by the words "without
                                                                         -------
limitation".  Whenever  the  singular is used herein, the same shall include the
      ----
plural,  and  whenever  the  plural  is  used herein, the same shall include the
singular,  where  appropriate.  The  headings  used  in this Agreement have been
inserted  for  convenience  and  do  not  constitute  matter  to be construed or
interpreted  in  connection  with  this  Agreement.

     Section  12.14. Business Associate. In performing functions, activities, or
                     ------------------
services  for,  or  on behalf of, the Company involving the use or disclosure of
Protected  Health  Information,  as  that term is defined in 45 CFR 164.501, the
Reinsurer  shall  comply  with  the  Business  Associate  Addendum  set forth in
Schedule  12.14  hereto.
---------------

     IN  WITNESS  WHEREOF, the Company and the Reinsurer have each executed this
Agreement  as  of  the  date  first  written  above.


                                 SAFEHEALTH LIFE INSURANCE COMPANY



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


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


                                 HEALTH NET LIFE INSURANCE COMPANY



                                      /s/ David W. Anderson
                                 ----------------------------------------
                                      David W. Anderson
                                      President


                                      -16-
<PAGE>
                                  SCHEDULE 2.01

                        HEALTH NET LIFE INSURANCE COMPANY
                                 DENTAL POLICIES

     The  Dental Policies identified by group and individual contract number and
name:

                    To be determined as of the Effective Time




                                      -1-
<PAGE>
                                  SCHEDULE 7.02

                                    SERVICES

     The  Reinsurer  agrees to perform, consistent with the Company's prevailing
practices  and  procedures and the terms of the Non-Novated Dental Policies, all
services  reasonably  necessary  for,  and incident to the proper management and
administration of, the Non-Novated Dental Policies, including but not limited to
the  following  services:

A.   All  Member  services relating to the Non-Novated Dental Policies including
     the  following:

     1.   Billing  and  collection  of  premiums;

     2.   Process  and  payment  of  claims;

     3.   Handle  Member service requests (including adding new Members to group
          Dental  Policies,  deleting  Members  from  group  Dental  Policies),
          administration  of  COBRA  responsibilities,  inquiries and complaints
          relating  to  the  Non-Novated  Dental  Policies;

     4.   Preparation  and  mailing  of  premium  notices  on  a timely basis to
          Members  and  parties to the Non-Novated Dental Policies; transmission
          of additional premium notices, lapse notices, reinstatement offers and
          other  notices  to  Members  and  parties  to  Dental  Policies;

     5.   Underwriting  and  processing  of  any  and  all  policy  changes  and
          reinstatements;

     6.   Member  mailings  of  any  necessary  endorsements  or  other contract
          documents;

     7.   Preparation of quarterly financial statement data (within ten Business
          Days  after  the  end  of  a  calendar  quarter)  and annual financial
          statement  data (within 35 calendar days after the end of the calendar
          year), for inclusion in the Company's applicable financial statements;

     8.   Administration  of  any  agreement  providing  for  the  payment  of
          commissions  relating  to  any  Non-Novated  Dental  Policy;

     9.   Development,  as  necessary,  and  maintenance  of  computer  systems
          required  to  provide  the  Services.

     10.  Recruitment,  credentialing  and  management  of, and contracting with
          sufficient  dental  providers  adequate for the delivery of all Dental
          Services  to  Members  required  by  or  incidental to the Non-Novated
          Dental  Policies  as  determined  by  applicable  law.


                                      -2-
<PAGE>
B.   All  services  performed  by  the  Reinsurer's  employees  providing legal,
     compliance,  actuarial,  accounting,  treasury,  human  resources  and data
     processing,  including  the  preparation  of  financial  and other relevant
     reports.




                                      -3-
<PAGE>
                                 SCHEDULE 12.14

                           BUSINESS ASSOCIATE ADDENDUM

This Business Associate Addendum (the "Addendum") supplements and is made a part
of  the  Assumption and Indemnity Reinsurance Agreement (the "Agreement") by and
between  Health  Net  Life Insurance Company (the "Company") and SafeHealth Life
Insurance  Company  (the "Reinsurer"), and is effective as of the effective date
of  the  Agreement.

                                    Recitals

A.   The  Company  may disclose certain information to the Reinsurer pursuant to
     the  terms  of the Agreement, some of which may constitute Protected Health
     Information,  as  defined  below.

B.   The  parties  intend to protect the privacy and provide for the security of
     Protected  Health  Information  in  compliance  with  the  Health Insurance
     Portability  and  Accountability  Act  of  1996,  Public  law  No.  104-191
     ("HIPAA") and the regulations promulgated thereunder by the U.S. Department
     of Health and Human Services (the "HIPAA Regulations") and other applicable
     laws.

C.   The  purpose  of  this  Addendum  is  to  satisfy  certain  standards  and
     requirements of HIPAA and the HIPAA Regulations, including, but not limited
     to,  45  CFR  164.502(e)  and  45  CFR  164.504(e).

In  consideration  of  the mutual promises below and the exchange of information
pursuant  to  the  Agreement  and  this  Addendum, the parties agree as follows:

1.   Definitions

(a)     Business  Associate  means  the  Reinsurer  to  the  extent  it performs
functions, activities, or services for, or on behalf of, the Company pursuant to
the  Agreement  involving the use or disclosure of Protected Health Information.

(b)     Covered  Entity  means  the  Company.

(c)     "Privacy  Rule"  means  the  Standards  for  Privacy  of  Individually
Identifiable  Health Information at 45 CFR part 160 and part 164, subparts A and
E.

(d)     "Protected  Health  Information"  has  the  same  meaning  as  the  term
"protected  health  information"  in  45 CFR 164.501, limited to the information
created  or  received by Business Associate from or on behalf of Covered Entity.

(e)     Capitalized  terms  used but not otherwise defined in this Addendum have
the  same  meaning  as  those  terms  in  the  Privacy  Rule.


                                      -4-
<PAGE>
2.   Obligations  and  Activities  of  Business  Associate

(a)     Business  Associate  shall  not  use  or  disclose  Protected  Health
Information  other than as permitted or required by this Addendum or as Required
By  Law.

(b)     Business  Associate  shall  use appropriate safeguards to prevent use or
disclosure of the Protected Health Information other than as provided for by the
Agreement  and  this  Addendum.

(c)     Business  Associate  agrees  to mitigate, to the extent practicable, any
harmful  effect  that  is  known to Business Associate of a use or disclosure of
Protected  Health  Information  by  Business  Associate  in  violation  of  the
requirements  of  this  Addendum.

(d)     Business  Associate shall report to Covered Entity any use or disclosure
of  the  Protected Health Information not provided for by this Addendum of which
it  becomes  aware.

(e)     Business  Associate  shall  ensure  that  any  agent,  including  a
subcontractor,  to  whom it provides Protected Health Information received from,
or created or received by Business Associate on behalf of, Covered Entity agrees
to  the  same  restrictions  and  conditions that apply through this Addendum to
Business  Associate  with  respect  to  such  information.

(f)     Business  Associate  shall  provide  access,  at  the request of Covered
Entity,  and  in  the time and manner designated by Covered Entity, to Protected
Health Information in a Designated Record Set, to Covered Entity or, as directed
by  Covered  Entity, to an Individual in order to meet the requirements under 45
CFR  164.524

(g)     Business  Associate  agrees to make any amendment(s) to Protected Health
Information in a Designated Record Set that the Covered Entity directs or agrees
to pursuant to 45 CFR 164.526 at the request of Covered Entity or an Individual,
and  in  the  time  and  manner  designated  by  Covered  Entity.

(h)     Business  Associate  agrees  to  make its internal practices, books, and
records,  including  policies and procedures, relating to the use and disclosure
of  Protected  Health  Information  received  from,  or  created  or received by
Business Associate on behalf of, Covered Entity available to the Secretary, in a
time  and  manner  designated  by  the  Secretary, for purposes of the Secretary
determining  Covered  Entity's  compliance  with  the  Privacy  Rule.

(i)     Business  Associate  agrees  to  document  such disclosures of Protected
Health  Information  and  information  related  to  such disclosures as would be
required  for  Covered  Entity  to  respond to a request by an Individual for an
accounting  of disclosures of Protected Health Information in accordance with 45
CFR  164.528.

(j)     Business  Associate agrees to provide to Covered Entity, in the time and
manner  designated  by  Covered Entity, information collected in accordance with
Section  (2)(i)  of  this  Addendum,  to  permit  Covered Entity to respond to a
request  by  an  Individual for an accounting of disclosures of Protected Health
Information  in  accordance  with  45  CFR  164.528.


3.   Permitted  Uses  and  Disclosures  by  Business  Associate  General Use and
     Disclosure  Provisions


                                      -5-
<PAGE>
     Except as otherwise limited in this Addendum, Business Associate may use or
disclose  Protected  Health  Information  to  perform  functions, activities, or
services  for,  or  on  behalf of, Covered Entity as specified in the Agreement,
provided  that such use or disclosure would not violate the Privacy Rule if done
by  Covered  Entity.

4.   Specific  Use  and  Disclosure  Provisions

(a)     Except as otherwise limited in this Addendum, Business Associate may use
Protected  Health  Information  for  the proper management and administration of
Business  Associate  or  to  carry  out  the  legal responsibilities of Business
Associate.

(b)     Except  as  otherwise  limited  in this Addendum, Business Associate may
disclose  Protected  Health  Information  for  the  proper  management  and
administration  of Business Associate, provided that disclosures are Required By
Law, or Business Associate obtains reasonable assurances from the person to whom
the  information  is  disclosed  that  it  will  remain confidential and used or
further  disclosed  only  as Required By Law or for the purpose for which it was
disclosed  to the person (which purpose shall be consistent with the limitations
imposed  by this Addendum) and the person notifies the Business Associate of any
instances  of  which it is aware in which the confidentiality of the information
has  been  breached.

(c)     Except as otherwise limited in this Addendum, Business Associate may use
Protected  Health  Information  to  provide Data Aggregation services to Covered
Entity  as  permitted  by  42  CFR  164.504(e)(2)(i)(B).

(d)     Business  Associate  may  use  Protected  Health  Information  to report
violations  of law to appropriate Federal and State authorities, consistent with
45  CFR  164.502(j)(1).

5.   Obligations  of  Covered  Entity  Provisions  for  Covered Entity To Inform
     Business  Associate  of  Privacy  Practices  and  Restrictions

(a)     Covered  Entity shall notify Business Associate of any limitation in its
notice  of  privacy  practices  in accordance with 45 CFR 164.520, to the extent
that  such  limitation  may  affect  Business  Associate's  use or disclosure of
Protected  Health  Information.

(b)     Covered  Entity  shall  notify  Business Associate of any changes in, or
revocation  of,  permission by an Individual to use or disclose Protected Health
Information, to the extent that such changes may affect Business Associate's use
or  disclosure  of  Protected  Health  Information.

(c)     Covered Entity shall notify Business Associate of any restriction on the
use or disclosure of Protected Health Information that Covered Entity has agreed
to  in  accordance  with 45 CFR 164.522, to the extent that such restriction may
affect  Business  Associate's use or disclosure of Protected Health Information.

(d)     Covered  Entity  shall not request Business Associate to use or disclose
Protected  Health  Information in any manner that would not be permissible under
the Privacy Rule if done by Covered Entity, except as permitted by Sections 4(b)
and  4(c)  of  this  Addendum.


                                      -6-
<PAGE>
6.   Term  and  Termination

(a)     This  Addendum  shall  be  effective  as  of  the  effective date of the
Agreement,  and  shall  terminate  when  all of the Protected Health Information
provided  by  Covered  Entity  to  Business Associate, or created or received by
Business  Associate  on  behalf  of  Covered Entity, is destroyed or returned to
Covered  Entity,  or,  if it is infeasible to return or destroy Protected Health
Information,  protections  are  extended to such information, in accordance with
the  termination  provisions  in  this  Section.

(b)     Upon Covered Entity's knowledge of a material breach of this Addendum by
Business  Associate, Covered Entity shall either: (i) provide an opportunity for
Business  Associate  to  cure the breach or end the violation and terminate this
Addendum,  and  the  provision  for  performance  of  functions,  activities, or
services  for,  or  on behalf of Covered Entity under the Agreement, if Business
Associate  does  not  cure  the  breach  or  end  the  violation within the time
specified  by  Covered Entity; (ii) immediately terminate this Addendum, and the
provision  for  performance  of  functions,  activities,  or services for, or on
behalf of Covered Entity under the Agreement, if Business Associate has breached
a  material  term of this Addendum and cure is not possible; or (iii) if neither
termination  nor  cure  is  feasible,  report  the  violation  to the Secretary.

(c)  Effect  of  Termination.

     (i)  Except as provided in paragraph (ii) of this section, upon termination
     of  this  Addendum,  for  any  reason,  Business  Associate shall return or
     destroy  all  Protected Health Information received from Covered Entity, or
     created  or received by Business Associate on behalf of Covered Entity, and
     shall  retain no copies of the Protected Health Information. This provision
     shall  apply  to  Protected Health Information that is in the possession of
     subcontractors  or  agents  of  Business  Associate.

     (ii)  In  the  event  that  Business Associate determines that returning or
     destroying  the  Protected  Health  Information  is  infeasible,  Business
     Associate  shall  provide  to Covered Entity notification of the conditions
     that  make  return  or  destruction  infeasible. Upon mutual agreement that
     return  or  destruction  of  Protected  Health  Information  is infeasible,
     Business  Associate  shall  extend the protections of this Addendum to such
     Protected Health Information and limit further uses and disclosures of such
     Protected  Health  Information  to  those  purposes that make the return or
     destruction  infeasible,  for  so long as Business Associate maintains such
     Protected  Health  Information.

7.   Miscellaneous

(a)     Regulatory  References. A reference in this Addendum to a section in the
        ----------------------
Privacy  Rule  means  the  section  as  in  effect  or  as  amended.

(b)     Amendment.  The  Parties  agree  to  take such action as is necessary to
        ---------
amend  this  Addendum  from  time  to time as is necessary for Covered Entity to
comply  with  the  requirements  of  the  Privacy  Rule  and  the  HIPAA.

(c)     Survival.  The  respective  rights and obligations of Business Associate
        --------
under  Section  6(c)  of  this  Addendum  shall  survive the termination of this
Addendum.


                                      -7-
<PAGE>
(d)     Interpretation.  The  provisions of this Addendum shall prevail over any
        --------------
provisions  in  the Agreement that may conflict with or appear inconsistent with
any  provision  of  this  Addendum.  Any  ambiguity  in  this  Addendum shall be
resolved  to  permit  Covered  Entity  to  comply  with  the  Privacy  Rule.





                                      -8-
<PAGE>
                                    EXHIBIT A
                                    ---------

                TO ASSUMPTION AND INDEMNITY REINSURANCE AGREEMENT

                                MEMBER MATERIALS



NOTICE OF TRANSFER (Arizona and California)

Dear Policyholder:

     This notifies you of an agreement reached between Health Net Life Insurance
Company  ("Health Net") and SafeHealth Life Insurance Company ("SafeHealth") for
the  transfer  of  your  dental  policy  by SafeHealth.  This assumption will be
effective  as  of  12:01  a.m.  Pacific  Time,  on  _______________,  2003.

     SafeHealth  Life  Insurance Company is licensed to provide dental insurance
products  in  [STATE].  To introduce you to SafeHealth, attached is a summary of
essential  information  about  SafeHealth.

     Your  rights as a policyholder and the terms of your policy will not change
as  a  result  of the transfer. Your benefits will not change as a result of the
transfer  [although  Health  Net's  provider  network  will be replaced with the
provider  network of SafeHealth and certain providers in the Health Net provider
network  may not be available in the SafeHealth provider network]. If you accept
the  transfer,  SafeHealth  will  provide  your  coverage.  It  will have direct
responsibility  for  the  payment  of  all claims and benefits and for all other
policy  obligations.  Health  Net  will  no  longer have any obligations to you.

     You  have  the  following  options  with  regard  to the assumption of your
     policy:

     Option 1.      Accept  the  transfer  of  your  policy from Health Net to
                    SafeHealth.

     Option  2.     Reject  the proposed transfer of your policy from Health Net
                    to  SafeHealth.  If  you choose this option, Health Net will
                    remain your insurer and you will have no rights to claim any
                    payments  from  SafeHealth[,  although  SafeHealth  will  be
                    administering  your  Health  Net  dental  policy  until your
                    insurance  terminates,  as  indicated  below].

     Health  Net  and  SafeHealth  recommend  that  you  choose  Option  1.

     If you wish to choose Option 1, simply do not return the Rejection Form and
you  will  automatically  be  deemed to have accepted this option upon _________
[date].  You  should  then attach the [enclosed] Certificate of Assumption [that
you  will  be  receiving  under  separate  cover]  to  your  policy.

     If  you  wish  to choose Option 2, you must complete the enclosed Rejection
Form,  sign  it  and  return  it within _____ days of this Notice. If you do not
return  the  Rejection  Form  within


                                      -9-
<PAGE>
that  time,  you  will  be  deemed to have accepted the transfer of your policy.
[You  should  also  return  the  [enclosed]  Certificate  of  Assumption.]

     In  considering  whether  to accept the assumption, please note that Health
Net  intends to cease offering dental insurance as promptly as practicable after
the  transfer  and assumption of its dental business to SafeHealth. Rejection of
the  assumption  may  ultimately result in termination of your coverage. [Please
also  note  that  Health  Net  has  contracted with SafeHealth to administer its
dental  insurance  policies until Health Net is able to withdraw completely from
the  market. As a result, if you reject the assumption although Health Net would
remain legally responsible for its policy obligations to you, SafeHealth will be
administering  your  Health  Net dental policy until your insurance terminates.]

     The  enclosed  Certificate  of Assumption should be attached to your policy
unless  you  choose  to  reject  the  assumption  of  your  policy.

     Your  current  and  future  premiums  should  be  paid as indicated by your
premium  notices.

     If  you  have  any  questions  about the assumption of your policy or about
SafeHealth,  please  feel  fee  to call SafeHealth at (____) ____-_____. Written
inquiries  may  be  mailed  to:  SafeHealth  at  __________________  [address].

                                 Sincerely,



_________________________________          _________________________________

SAFEHEALTH LIFE INSURANCE                  HEALTH NET LIFE INSURANCE COMPANY
COMPANY



                                      -10-
<PAGE>
                           NOTICE OF TRANSFER [OREGON]

Dear Policyholder:

Important:  Please  read this notice carefully.  This notice affects your rights
under  your  insurance  policy.

TRANSFER OF POLICY

SafeHealth  Life  Insurance  Company ("SafeHealth") has agreed to replace Health
Net  Life  Insurance Company ("Health Net") as your insurer under [insert policy
or  certificate  name  and  number],  effective as of 12:01 a.m. Pacific Time on
_______________,  2003.  SafeHealth's  principal  place  of  business  is
________________.

At  your  request,  Health  Net  Life  will furnish to you financial information
concerning  both  companies.  This  information  will  include  the  following:

(1)  Ratings for the previous year, if available, from two nationally recognized
insurance  rating  services.  If  a  rating  of either insurance company changed
during  the  previous year, the ratings for the year preceding will be furnished
as  well.

(2)  Balance  sheets  for the previous year, if available, and as of the date of
the  most  recent  quarterly  statement.

(3)  A  copy  of  the  Management's  Discussion and Analysis that was filed as a
supplement  to  the  previous  year's  annual  statement.

(4)  An  explanation  of  the  reason  for  the  transfer.

You  may  obtain  additional  information  concerning  SafeHealth from reference
materials  in  your local library or by contacting the Oregon Insurance Division
at  350  Winter  St.  NE,  Room  440-1  Salem,  Oregon  97301-0220.

SafeHealth  is  authorized  to  write  this  coverage in Oregon.  [The Insurance
Commissioner  of  Oregon  has  reviewed  the  potential  effect  of the proposed
transaction,  and  has  approved  the  transaction.]

YOUR RIGHTS

You  may  choose  to  consent  to  or  reject  the  transfer  of  your policy to
SafeHealth.  If  you  want your policy transferred, you may notify us in writing
by  signing  and  returning the enclosed pre- addressed, postage-paid card or by
writing  to  us  at:

[Insert name, address and facsimile number of contact person]

Payment  of your premium to the assuming company will also constitute acceptance
of  the  transaction. [If premium notices are used: The first premium notice you
receive from SafeHealth, however, will provide you with a method that will allow
you  to  pay  the premium while reserving the right to reject the transfer.] [If
premium notices are NOT used: SafeHealth will provide you with a method by which
you  may  pay  the  premium  while  reserving the right to reject the transfer.]

If you reject the transfer, you may keep your policy with Health Net or exercise
any  option  under  your  policy.  If  we do not receive a written rejection you
will,  as  a matter of law, have consented


                                      -11-
<PAGE>
to  the  transfer. Before this consent is final, however, you will be provided a
second notice of the transfer twelve months from now. After the second notice is
provided  you  will  have  one  month to reply. If you have paid your premium to
SafeHealth  without  reserving  your  right to reject the transfer, you will not
receive  a  second  notice.

EFFECT OF TRANSFER

If  you  accept  this  transfer,  SafeHealth will be your insurer.  It will have
direct responsibility to you for the payment of all claims, benefits and for all
other  policy  obligations.  Health  Net  will no longer have any obligations to
you.

If  you  accept  this  transfer, you should make all premium payments and claims
submissions  to  SafeHealth  and  direct  all  questions  to  SafeHealth.

In  considering  whether  to  accept the assumption, please note that Health Net
intends  to cease offering dental insurance as promptly as practicable after the
transfer  and assumption of its dental business to SafeHealth.  Rejection of the
assumption  may ultimately result in termination of your coverage.  [Please also
note  that  Health  Net  has contracted with SafeHealth to administer its dental
insurance  policies  until  Health  Net  is able to withdraw completely from the
market.  As  a  result,  if  you reject the assumption although Health Net would
remain legally responsible for its policy obligations to you, SafeHealth will be
administering  your  Health  Net dental policy until your insurance terminates.]

Sincerely,

_____________

Health Net Life Insurance Company

[Address]
[Telephone Number]

For  your  convenience,  we have enclosed a pre-addressed postage- paid response
card.  Please  take time now to read the enclosed notice and complete and return
the  response  card  to  us.


                                      -12-
<PAGE>
                             NOTICE TO GROUP MEMBERS

     Health  Net Life Insurance Company ("Health Net") is presently implementing
a  plan that is intended to ensure uninterrupted coverage for our customers.  As
part  of  the  plan,  we  have  entered  into  an agreement with SafeHealth Life
Insurance Company ("SafeHealth"), that will assume Health Net's dental insurance
business.  SafeHealth  will  replace  Health  Net  under  your  dental insurance
coverage  with  Health  Net  effective  ________________,  2003.

     Your  rights  as  an  insured and the terms of your certificate of coverage
will not change as a result of the transfer, except as set forth in the enclosed
Certificate  of  Assumption.  Your  benefits  will not change as a result of the
transfer.

     The  enclosed  Certificate  of  Assumption  should  be  attached  to  your
certificate  of  coverage.

     Assumption  of  your  dental  insurance  coverage  will  be effective as of
____________,  2003, at 12:01 a.m. Pacific Time. If you have any questions about
the  assumption  of  your  contract or about SafeHealth, please feel fee to call
SafeHealth  at (____) ____-_____. Written inquiries may be mailed to: SafeHealth
at  [_____________].

                              Sincerely,



_________________________________          _________________________________

SAFEHEALTH LIFE INSURANCE                  HEALTH NET LIFE INSURANCE COMPANY
COMPANY


                                      -13-
<PAGE>
                            CERTIFICATE OF ASSUMPTION

[Individual]

     You  are  hereby  notified  that  SafeHealth  Life  Insurance  Company has,
effective  as  of  _________,  2003  (the "Effective Time"), assumed all rights,
liabilities,  and  obligations  of  Health Net Life Insurance Company under your
dental  insurance  policy  with  Health  Net  Life  Insurance  Company.

     From  and  after  the  Effective  Time,  all  references  in your policy or
certificate  to  "Health  Net  Life  Insurance  Company"  are  hereby changed to
"SafeHealth  Life  Insurance Company." Except for the substitution of SafeHealth
for Health Net as your insurer, your rights as a insured will not be affected by
the  change  in  companies,  and  the  terms  and  conditions  of your policy or
certificate  will  not  be  changed  by  reason  of  the  assumption.

     All  correspondence  and  inquiries  concerning your policy or certificate,
including  premium  payments,  policy  or  certificate  changes,  and notices of
claims,  should  be  submitted  to:

                        SafeHealth Life Insurance Company
                                      [address]

     This  Certificate  of Assumption, as of the Effective Time, forms a part of
and  should be attached to the policy or certificate issued to you by Health Net
Life  Insurance  Company.

     IN  WITNESS  WHEREOF,  SafeHealth  Life  Insurance  Company has caused this
Certificate  of  Assumption  to  be  duly  signed  and  issued.



                                               ---------------------------------
                                               SafeHealth Life Insurance Company


                                      -14-
<PAGE>
                        NOTICE OF REJECTION OF ASSUMPTION

                            [Arizona and California]

To:  HEALTH  NET  LIFE  INSURANCE  COMPANY

     REJECTION
     ---------

     I  have  reviewed  the  Certificate  of  Assumption whereby SafeHealth Life
Insurance  Company  would assume all of the rights, liabilities, and obligations
of  Health  Net  Life  Insurance  Company  under  my  dental insurance policy or
certificate previously issued by Health Net Life Insurance Company.  I have also
reviewed  the  Notice  of  Transfer  describing  the  transaction.

     I  hereby  notify you that I REJECT the proposed assumption of my policy or
                                --------
certificate  and  substitution  of SafeHealth Life Insurance Company thereunder,
and  I  wish  to  retain my policy or certificate with Health Net Life Insurance
Company.  I  UNDERSTAND  THAT  HEALTH  NET  LIFE  INSURANCE  COMPANY  INTENDS TO
DISCONTINUE  ITS  DENTAL INSURANCE BUSINESS AND THAT REJECTION OF THE ASSUMPTION
MAY  ULTIMATELY  RESULT  IN  TERMINATION  OF  MY  COVERAGE.

DATE:

--------------------------------------------------
Policyholder Signature


--------------------------------------------------
Print or Type Name


--------------------------------------------------
ID # from the Health Net Life Insurance Company
Identification Card Issued to Policy Holder


                                      -15-
<PAGE>
                                  RESPONSE CARD

                                    [Oregon]

___  Yes,  I  accept  the  transfer  of my policy from Health Net Life Insurance
Company  to  SafeHealth  Life  Insurance  Company.

___  No,  I  reject the proposed transfer of my policy Health Net Life Insurance
Company to SafeHealth Life Insurance Company and wish to retain my policy Health
Net  Life  Insurance  Company

DATE:

-------------------------------------------------------------------
Policy Holder Signature


--------------------------------------------------
Print or Type Name


--------------------------------------------------
Street Address


--------------------------------------------------
City, State, Zip


--------------------------------------------------
ID # from the Health Net Life Insurance Company
Identification Card Issued to Policy Holder



                                      -16-
<PAGE>
                            CERTIFICATE OF ASSUMPTION

[Group]

     You  are  hereby  notified  that  SafeHealth  Life  Insurance  Company has,
effective  as of _____________, 2003 (the "Effective Time"), assumed all rights,
liabilities,  and  obligations  of  Health Net Life Insurance Company under your
dental  insurance  policy  with  Health  Net  Life  Insurance  Company.

     From and after the Effective Time, all references in your policy to "Health
Net  Life  Insurance  Company"  are hereby changed to "SafeHealth Life Insurance
Company."

     All  correspondence and inquiries concerning your policy, including premium
payments,  policy  changes,  and  notices  of  claims,  should  be submitted to:

                        SafeHealth Life Insurance Company
                                      [address]

     Except  as  described  in  this Certificate of Assumption, your rights as a
policy holder will not be affected by the change in companies, and the terms and
conditions of your policy will not be changed by reason of the assumption.  This
Certificate  of Assumption, as of the Effective Time, forms a part of and should
be  attached  to  the  dental  insurance policy issued to you by Health Net Life
Insurance Company.  Copies of this Certificate of Assumption must be distributed
to  covered  group members under the policy for attachment to their certificates
of  coverage.

     IN  WITNESS  WHEREOF, Health Net Life Insurance Company and SafeHealth Life
Insurance  Company  have caused this Certificate of Assumption to be duly signed
and  issued.



---------------------------------              ---------------------------------
Health Net Life Insurance Company              SafeHealth Life Insurance Company


                                      -17-
<PAGE>