EXHIBIT 10.34 TO CURRENT REPORT ON FORM 8-K DATED AS OF JANUARY 15, 2003


                            STOCK PURCHASE AGREEMENT

     THIS  STOCK  PURCHASE AGREEMENT (the "Agreement"), is made and entered into
as  of  January  15,  2003, (the "Effective Date") by and among SafeGuard Health
Plans,  Inc.,  a  California  licensed  specialized  health  care  service  plan
corporation  ("Buyer");  Ameritas  Life  Insurance  Corp.  ("Shareholder");  and
Ameritas  Managed  Dental  Plan,  Inc., a California licensed specialized health
care  service  plan  corporation  ("AMDP").

                                    RECITALS

     WHEREAS,  Shareholder  has  represented  that it owns all of the issued and
outstanding  stock  of  AMDP  (the  "Shares");

     WHEREAS,  Shareholder  has  represented  that  AMDP  operates a specialized
(dental)  health  care  service  plan  in California, licensed by the California
Department  of Managed Health Care (license number 933-0033), and located at 151
Kalmus  Drive,  Suite  J3,  Costa  Mesa,  California,  92626;

     WHEREAS, Buyer desires to purchase from Shareholder and Shareholder desires
to  sell  to  Buyer  the  Shares,  free  and  clear  of  all  liens, claims, and
encumbrances;  and

     WHEREAS,  AMDP  desires  that  this  transaction  be  consummated.

     NOW,  THEREFORE,  in  consideration  of  the  mutual  terms,  conditions,
representations,  warranties,  covenants,  and  promises  contained  in  this
Agreement,  and  for  other  good  and  valuable  consideration, the receipt and
sufficiency  of  which are hereby acknowledged, the parties hereto, intending to
be  legally  bound  hereby,  agree  as  follows:

1.   PURCHASE  AND  SALE  OF  SHARES.

     1.1  TRANSFER  OF SHARES.  Subject to the terms and conditions set forth in
this  Agreement,  on  the  Closing  Date,  as  defined  in  Section 10.1 hereof,
Shareholder will transfer and convey the Shares to Buyer, and Buyer will acquire
the  Shares  from  Shareholder.

     1.2  TRANSFER  OF  CONTROL  OF  ASSETS  OF  AMDP.  On  the  Closing  Date,
Shareholder  shall  relinquish  to  Buyer  all  of  Shareholder's management and
control  of  AMDP, including management and control over all of AMDP's rights to
its  properties,  assets,  claims,  contracts,  and  businesses  of  every kind,
character,  and  description,  whether  tangible or intangible, whether accrued,
contingent,  or  otherwise,  and  wherever located (collectively, the "Assets"),
including  minute  and  stock  books.

     1.3  CONSIDERATION  FOR SHARES.  Subject to all of the terms and conditions
of  this  Agreement, as full payment for the transfer and delivery of the Shares
to  Buyer:


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          1.3.1.  At the Closing, as defined in Section 10.1 hereof, Buyer shall
pay  to  Shareholder  the  sum  of  $1,100,000.00  ("Purchase  Price.").

          1.3.2.  The  Purchase  Price  shall  be increased by the amount of the
Tangible Net Assets, as of the Closing Date, which exceed the sum of $605,303.00
or  decreased  by the amount of the Tangible Net Assets, as of the Closing Date,
which  is  less  than  $605,303.00  (the "Adjusted Purchase Price"). The parties
acknowledge  and  agree  that  in  the  Offering Memorandum, AMDP's Tangible Net
Assets  equal  $605,303.00,  which  is  calculated by using the balances labeled
under  the  line  item  "Nine  months ended September 30, 2002." For purposes of
calculating  the Adjusted Purchase Price: (1) "AMDP's Tangible Net Assets" means
AMDP's  Total  Assets less Total Liabilities, Income Tax Receivable and Deferred
Taxes,  as  such terms are defined under accounting principle generally accepted
in  the  United  States  of  America,  and  (2)  "Offering Memorandum" means the
Ameritas  Managed  Dental  Plan,  Inc., A.G. Edwards & Sons, Inc.'s October 2002
Offering  Memorandum.

               1.3.2.1.  No  later than thirty days (30) after the Closing Date,
Shareholder shall provide to Buyer the calculation of AMDP's Tangible Net Assets
as  of  the  Closing  Date.  The  difference  between the Purchase Price and the
Adjusted Purchase Price shall be remitted to either the Shareholder or Buyer, as
the  case may be, within fifteen (15) days of Shareholder informing Buyer of the
Adjusted  Purchase  Price.

               1.3.2.2.  If  Buyer objects to AMDP's Tangible Net Asset balance,
as  determined as of the Closing Date by Shareholder, Buyer shall provide notice
that  contains  its  specific  objections to Shareholder, as required by Section
12.5,  stating  its  objection  within  fifteen  days of Buyer's receipt of such
information.  If  Buyer  and  Shareholder  are  unable  to  mutually resolve the
dispute,  Buyer  shall  engage the accounting firm of Deloitte & Touche, LLP, or
such  other  party mutually agreed to by Shareholder and Buyer, to review AMDP's
Tangible  Net Asset balance, as of the Closing Date, and render an opinion as to
the  correctness  of  such  balance.  (For purposes of this section 1.3.2.2, the
party  selected  to  render its opinion as to the correctness of AMDP's Tangible
Net Asset balance shall be referred to herein as the "Intermediary."). If, after
reviewing  AMDP's  Tangible  Net Asset balance, an adjustment for the benefit of
Buyer  of  more  than  five  (5) percent of AMDP's Tangible Net Asset balance is
required,  Shareholder  shall:  (1)  remit  to  Buyer the difference between the
Purchase Price and the Adjusted Purchase, as adjusted to reflect AMDP's Tangible
Net  Asset balance as determined by the Intermediary and (2) reimburse Buyer for
the  costs  incurred  to  retain  the  Intermediary.  If, after reviewing AMDP's
Tangible  Net  Asset balance, an adjustment for the benefit of Buyer of five (5)
percent  or  less  is  required, Shareholder shall remit to Buyer the difference
between  the  Purchase  Price  and  the  Adjusted Purchase Price, as adjusted to
reflect  AMDP's Tangible Net Asset balance as determined by the Intermediary. In
this  case,  Shareholder shall not reimburse Buyer to retain the Intermediary to
review  AMDP's  Tangible  Net  Asset  balance  as of the Closing Date. If, after
reviewing  AMDP's  Tangible  Net Asset balance, an adjustment for the benefit of
Shareholder is required, Buyer shall remit to Shareholder the difference between
the  Purchase  Price  and  the  Adjusted  Purchase Price, as adjusted to reflect
AMDP's  Tangible  Net  Asset  balance,  as  determined  by  the  Intermediary.

          1.3.3. Following the Closing Date, Buyer shall pay Shareholder, by the
twentieth  (20th)  day of the first full month following the month following the
Closing  Date and each of the


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next  sixty  (60)  consecutive  months,  a  sum equal to ten (10) percent of the
previous  month's  "AMDP  Block of Business." The "AMDP Block of Business" means
the  monthly  revenues collected by Buyer from individuals or groups enrolled at
the  time  of  the  Closing  Date  in an AMDP individual or group prepaid dental
contract  and  (1)  who remain enrolled in any Buyer or AMDP prepaid dental plan
after  the Closing Date; or (2) who reenroll within twelve months of the Closing
Date  in  any  Buyer  or  AMDP  prepaid  dental  plan.

          1.3.4.  At the Closing, as defined in Section 10.1 hereof, Buyer shall
have approved, executed and delivered to Shareholder the Ameritas Life Insurance
Corp./SafeGuard  Health  Plans,  Inc  Solicitation  Agreement a copy of which is
attached  hereto  as  EXHIBIT  K.

          1.3.5.  All  amounts  to  be paid to Shareholder shall be paid 100% to
"Ameritas  Life  Insurance  Corp."

2.     DISCLAIMER  OF  LIABILITIES.

     2.1  Except  for the Debts, Liabilities, and Obligations of AMDP assumed by
Buyer  and  described  in  EXHIBIT  B,  Shareholder,  AMDP,  and Buyer expressly
acknowledge  and  agree  that,  after  the  Closing  Date,  Buyer  shall have no
obligation whatsoever of any kind or nature for any liabilities, obligations, or
commitments,  direct  or indirect, absolute or contingent, of Shareholder, AMDP,
or  any  other  person  of  any  nature whatsoever. Shareholder, AMDP, and Buyer
further  expressly  acknowledge  and  agree  that  Buyer is to take title to the
Shares free and clear of any and all liabilities, obligations, or commitments of
Shareholder,  AMDP, or any other person, and Shareholder and AMDP will be solely
responsible  for  the  satisfaction  and  discharge  of  all  such  liabilities,
obligations, and commitments, and will indemnify and hold harmless Buyer against
all  those  liabilities,  obligations,  and  commitments.  Without  limiting the
generality  of  any  of  the foregoing, Buyer will not assume any liabilities or
obligations  of  Shareholder,  AMDP,  or  any  other  person  for:

          2.1.1.  Any  litigation,  arbitration,  or  administrative proceedings
pending,  threatened, or commenced after the Closing Date against or relating to
AMDP,  Shareholder,  or the Assets, directly or indirectly arising solely out of
or  based  on  facts  existing  on  or prior to the Closing Date relating to the
business  or  operations  of  AMDP,  Shareholder,  or  the  Assets;

          2.1.2. Any environmental claims arising from occurrences or actions or
omissions  of  AMDP,  or  Shareholder  on  or  prior  to  the  Closing  Date;

          2.1.3.  Any  liabilities  for  taxes  relating  to  the  business  or
operations  of AMDP, Shareholder, or the Assets on or prior to the Closing Date;
and

          2.1.4. Any liability or obligation of AMDP to Shareholder commenced on
or  prior  to  the  Closing  Date.


<PAGE>
3.     DUE  DILIGENCE.

     3.1  Commencing  upon the execution of this Agreement by AMDP, Shareholder,
and Buyer, and continuing through and until January 31, 2003 (the "Due Diligence
Period"), Buyer shall have the right and AMDP and Shareholder shall permit Buyer
and/or  its  agents and representatives to perform such due diligence related to
or concerning the transactions contemplated by this Agreement and the ownership,
operation, financing, leasing, maintenance, status, or condition of AMDP and its
assets, liabilities, and facilities, as Buyer deems necessary and appropriate in
its  sole  discretion  including,  without  limitation, with regard to AMDP, the
business  of AMDP, the tax consequences of the transactions contemplated by this
Agreement, the past performance and liabilities of AMDP, AMDP's rights in and to
the  Assets,  physical  inspection  of the Assets, including without limitation,
real  property  leased by or used in the business of AMDP, and, without limiting
the  foregoing, the books, records and financial statements of AMDP, any and all
information,  books, and records in Shareholder's custody or control or which it
is  reasonably  able  to  obtain which relate to or otherwise evidence AMDP, its
assets,  liabilities,  or  facilities,  or  the  ownership,  financing, leasing,
operation,  or  maintenance  thereof,  all  documents  related  to or concerning
intellectual  property  including,  but  not  limited to, employment agreements,
confidentiality  agreements,  license  agreements, leases, contracts, member and
subscriber  lists,  supplier  lists,  orders  and  all  correspondence  from the
Director,  or  his  representatives,  of  the  California  Department of Managed
Health,  and  licenses  and/or  permits  from any federal, state, city, or local
governmental  or  administrative  agency  or  authority.  Without  limiting  the
foregoing,  Buyer  shall  have  the  right,  at  its  own cost and expense, upon
reasonable  notice,  during  normal  business  hours,  to enter AMDP's premises,
including  without  limitation,  real  property  leased  and/or used by AMDP, to
conduct,  at  Buyer's  sole  expense,  any and all physical, economic, and other
inspections,  surveys,  investigations, tests, and studies relating to such real
property  as  Buyer  in  its  sole discretion may deem necessary or appropriate.
Buyer  agrees  to  restore,  at  its  own  expense, any damage done to such real
property  and  to indemnify, defend, and hold harmless AMDP and Shareholder from
all  claims,  liens,  costs,  expenses,  damage,  or  loss  incurred due to such
investigation. At any time during the Due Diligence Period, Buyer shall have the
right  to  terminate  this  Agreement  for  any  reason,  or  no reason, without
liability  to  Shareholder,  or AMDP (except as provided in this Section 3.1) or
any other third party, by delivery of written notice to Shareholder prior to the
expiration  of  the  Due Diligence Period.  Any information provided to Buyer by
AMDP  and  Shareholder  under  this  Agreement  shall be treated as confidential
business  information  of  AMDP and Shareholder and subject to Section 7 of this
Agreement.  Without  limiting  the  foregoing, AMDP and Shareholder acknowledges
and  agrees  that  during  the  Due  Diligence  Period:

          3.1.1. Shareholder and AMDP shall promptly provide to Buyer and/or its
agents  or  representatives all information concerning or relating to the Assets
that  Buyer  may  reasonably  request;

          3.1.2.  AMDP  shall  promptly make its books and records available for
inspection by Buyer or its agents or representatives at AMDP's principal offices
during  normal  business  hours;

          3.1.3.  Buyer  shall  have the right but not the obligation to inspect
the Assets. Upon Buyer's request, AMDP shall arrange for Buyer to have access to
any of its facilities or those of its


<PAGE>
agents,  representatives,  or  subcontractors  for the purpose of inspecting the
Assets  during  normal  business  hours;  and

          3.1.4.  AMDP shall cause its officers, employees, consultants, agents,
and  accountants  to  cooperate  fully with Buyer in connection with Buyer's due
diligence  review  and  examination  and to make full disclosure of all material
facts  and  circumstances  affecting  the  financial  condition  and  business
operations  of  AMDP.

     3.2  Notwithstanding  any  term  or  condition  contained  herein  or
investigation made at any time by or on behalf of Buyer, Buyer shall be entitled
to  rely  upon  AMDP and/or Shareholder's representations and warranties made in
this  Agreement,  and  no  investigation  by Buyer shall diminish or obviate any
representations, warranties, covenants, or agreements of AMDP and/or Shareholder
contained  in  this  Agreement  or  Buyer's  right  to  rely  thereon.

     3.3  AMDP  shall  provide  to  Buyer,  within  three (3) days following the
Effective  Date,  the names and addresses of AMDP's three largest (1) contracted
dental  providers,  (2)  contracted  group  subscribers  and  (3)  contracted
brokers/solicitors.  AMDP  shall  work  collaboratively with Buyer by making all
necessary  introductions  with  the  parties  noted  above.

4.     ADDITIONAL  REPRESENTATIONS,  WARRANTIES,  AND  COVENANTS  OF  AMDP  AND
SHAREHOLDER.  Shareholder  and  AMDP  hereby  jointly  and  severally represent,
warrant,  and  covenant  to  Buyer  as  follows:

     4.1  CORPORATE ORGANIZATION.  AMDP is a corporation duly organized, validly
existing, and in good standing under the laws of the State of California and has
full  corporate  power  and  authority  to  own,  lease, and operate its assets,
properties,  and  business and to carry on its business as a California licensed
specialized  health care service plan now and as heretofore conducted.  AMDP has
furnished  to  Buyer for its examination true and correct copies of its Articles
of  Incorporation  and  Bylaws.

     4.2  AUTHORIZATION.  AMDP  and  Shareholder  have  full right, power, legal
capacity,  and  authority to enter into and perform their obligations under this
Agreement,  and  except for the California Department of Managed Health Care, no
other  approvals or consents of any governmental authority, entities, or persons
other  than  AMDP  and  Shareholder  are necessary in connection therewith.  The
execution and delivery of this Agreement by AMDP has been duly authorized by all
necessary corporate action on the part of AMDP.  AMDP has furnished to Buyer for
its  examination  true  and  correct  copies  of  all  corporate records of AMDP
required  to  authorize  the  execution  of  this Agreement and the transactions
contemplated  hereby.

     4.3  NO  VIOLATION.

          4.3.1.  The execution, delivery, and performance of this Agreement and
the  consummation  of  the  transactions contemplated hereby do not and will not
result  in  or  constitute  (i)  a  breach  or violation of any provision of the
Articles  of Incorporation or Bylaws of AMDP; (ii) a breach, violation, default,
or  an  event  which,  with  notice or lapse of time or both, would constitute a
default,  under any lease, license, promissory note, conditional sales contract,
commitment,


<PAGE>
indenture,  mortgage,  deed  of  trust,  or  other  agreement,  instrument,  or
arrangement  to which AMDP is a party or by which AMDP or any of its property is
bound;  or (ii) an event that would permit any party to terminate any agreement,
accelerate the maturity of any indebtedness, performance, or other obligation of
AMDP, or create or impose any lien, charge, security interest, or encumbrance on
any  of  the  properties  of  AMDP.

          4.3.2. Except for the approval of the California Department of Managed
Health  Care,  Shareholder  has  no  knowledge  that the execution, delivery and
performance  of  this  Agreement  and  the  consummation  of  the  transactions
contemplated  hereby  will  result  in or constitute (i) a breach, violation, or
default  of  any  judgment,  order,  law,  regulation,  or  rule of any court or
governmental  authority  or  (ii)  a  violation  of,  conflict  with,  and/or
infringement  upon  any  rights  whatsoever,  including  without limitation, any
common law or statutory trademark, patent, copyright, or any other right in work
of  any  person,  firm,  or  corporation.

          4.3.3.  AMDP  is not a party to any confidentiality or other agreement
containing  a  restrictive  covenant  which limits in any manner the disclosure,
transfer,  or  use  by  AMDP  or  any  assignee  of  AMDP  of any of the Assets.

     4.4  FINANCIAL  STATEMENTS;  DISCLOSURE.

          4.4.1. EXHIBIT A attached hereto sets forth the audited balance sheets
of  AMDP  as of December 31, 2000 and December 31, 2001, and the related audited
statements  of  income, stockholder's equity, and cash flows for each of the two
periods  ending  on those dates. Included in EXHIBIT A are the unaudited balance
sheet  of AMDP as of September 30, 2002, and the related unaudited statements of
income,  stockholder's equity and cash flows for the period ending September 30,
2002.  The financial statements in EXHIBIT A are collectively referred to herein
as  the  "Financial  Statements."  The  Financial  Statements present fairly the
financial  condition  of  AMDP  at  December  31,  2000,  December  31, 2001 and
September  30,  2002,  and  the  results  of  its operations for the years ended
December  31,  2000,  December  31, 2001 and the nine months ended September 30,
2002.

          4.4.2.  No  representations  or  warranties by AMDP and Shareholder in
this Agreement and no statement contained in any document, certificate, or other
writing (including without limitation, the Financial Statements) furnished or to
be  furnished  by  AMDP  or  Shareholder  to Buyer or any of its representatives
pursuant  to  the  provisions  of  this  Agreement  or  in  connection  with the
transactions  contemplated by this Agreement contains or will contain any untrue
statement  of  material  fact  or  omits or will omit to state any material fact
necessary,  in  light  of the circumstances under which it was made, to make the
statements  in  this Agreement not misleading. AMDP has no debt, liabilities, or
obligations  of any nature, whether absolute, accrued, contingent, or otherwise,
and  whether  due  or  to  become  due, that are not fully reflected or reserved
against  in  AMDP's  balance  sheet  as  of  September 30, 2002, included in the
Financial Statements set forth in EXHIBIT A, except as specifically indicated on
EXHIBIT  B  (being  a  true and complete schedule of all debts, obligations, and
liabilities  of  AMDP),  and  except  for  debts,  liabilities,  and obligations
incurred  in  the  ordinary  course  of  business  or  minimal  recurring debts,
liabilities,  and  obligations  of less than $10,000 individually, or $50,000 in
the  aggregate,  and  consistent  with  past  practice  since


<PAGE>
September  30,  2002, and the reserves reflected in the Financial Statements are
adequate,  appropriate,  and  reasonable.

     4.5  ABSENCE  OF  SPECIFIED  CHANGES.  Since the Financial Statements as of
September 30, 2002, other than previously disclosed in writing by Shareholder to
Buyer,  there  has  not  been  any:

          4.5.1.  Transaction  by AMDP except in the ordinary course of business
as  conducted  on  that  date  and  consistent  with  past  practice;

          4.5.2.  There  have  not  been  any  material  adverse  change  in the
financial  condition,  assets,  liabilities,  business,  operations,  subscriber
relations,  supplier  relations,  distributor  relations,  relations  with  any
domestic  governmental  entities,  or  conditions  (financial  or otherwise), or
results  of  operations of AMDP, taken as a whole, and AMDP does not know of any
such  change  that is threatened, nor has there been any damage, destruction, or
loss  materially  adversely  affecting  the  business,  operations, or condition
(financial  or  otherwise)  of  AMDP  or  the  Assets, whether or not covered by
insurance;

          4.5.3.  Change  in accounting methods or practices (including, without
limitation,  any  change  in  depreciation or amortization policies or rates) by
AMDP;

          4.5.4.  Revaluation  by  AMDP  of  any  of  the  Assets;

          4.5.5.  Except  as  otherwise  reflected on EXHIBIT H, increase in the
salary  or other compensation payable or to become payable by AMDP to any of its
employees,  or the declaration, payment, or commitment or obligation of any kind
for  the payment, by AMDP, of a bonus or other additional salary or compensation
to  any  such  person;

          4.5.6. Sale or transfer of any Asset, except in the ordinary course of
business;

          4.5.7. Amendment or termination of any contract, agreement, or license
to  which  AMDP  is  a  party,  except  in  the  ordinary  course  of  business;

          4.5.8.  Mortgage,  lien,  pledge,  or  other encumbrance of any Asset;

          4.5.9.  Waiver  or release of any right or claim of AMDP except in the
ordinary  course  of  business;

          4.5.10.  Agreement  by  AMDP  to do any of the things described in the
preceding  clauses  4.5.1  through  4.5.9;

          4.5.11.  Commencement  of  any  civil  litigation  or any governmental
proceeding  against  or  investigation  of  AMDP;

          4.5.12.  Labor trouble or claim against AMDP for wrongful discharge or
other  unlawful  labor  practice  or  action;


<PAGE>
          4.5.13.  Any  failure  on  the part of AMDP to pay any taxes, customs,
duties,  or levies of any kind, character, or description, due and payable prior
to  the  Closing;

          4.5.14.  Any  delinquency notice or the like or any claim, or proposed
or  potential  claim,  against  AMDP  for  the  assessment of additional tax; or

          4.5.15.  Other  event  or  condition  that  has a material and adverse
effect  on  the financial condition, business, assets, liabilities, or prospects
of  AMDP.

          4.5.16.  Any  notice  from the California Department of Managed Health
Care that states AMDP is in violation of the Knox-Keene Health Care Service Plan
Act  of  1975,  as  amended,  or  any  regulation  promulgated by the California
Department  of  Managed  Health  Care.

     4.6. TAX  RETURNS  AND  AUDITS.

          4.6.1.  AMDP has filed all United States federal, state, and local tax
returns  and  reports and information reports (collectively, "Tax Returns") that
it was required to file, within the times and in the manner provided by law. All
such  Tax  Returns  were  true,  correct,  and  complete  in  all  respects.

          4.6.2.  All  taxes  of  any  kind,  including  franchise,  income,
corporation,  property,  excise,  sales,  use,  or  other  taxes,  fees,  and
governmental  charges  (collectively,  "Taxes"  and  each  singularly, a "Tax"),
including  interest,  additions,  or  penalties  relating  thereto, owed by AMDP
(whether or not shown or required to be shown on any Tax Return) have been paid.
AMDP  has withheld and paid all Taxes required to have been withheld and paid in
connection  with  amounts paid or owing to any employee, independent contractor,
creditor,  stockholder,  or  other  third  party.

     4.7     ASSETS

          4.7.1.  TRADE  NAMES,  TRADEMARKS,  SERVICE  MARKS,  AND  TRADE DRESS.
EXHIBIT  L is a true and complete list and identification of AMDP's trade names,
trademarks,  service  marks, and copyrights. Shareholder has no knowledge of any
infringement or alleged infringement by others of AMDP's trade name, trademarks,
service  marks,  or copyrights. AMDP has not infringed and is not now infringing
on  any  trade  name, trademark, service mark, or copyright belonging to another
person,  firm,  or  corporation.  Except  for  an  arrangement  between AMDP and
Shareholder  to  permit  use  by  AMDP of "Ameritas," AMDP is not a party to any
license,  agreement,  or arrangement, whether as licensor, licensee, franchisor,
franchisee,  or  otherwise, with respect to any trademarks, service marks, trade
names,  or  applications  for  any of the foregoing. AMDP owns or holds adequate
rights  to  use all trademarks, service marks, and trade names necessary for its
business  as  now  conducted,  and that use does not and will not conflict with,
infringe  on,  or  otherwise  violate  any  rights  of  others.

          4.7.2.  CONFIDENTIAL  INFORMATION;  TRADE SECRETS. EXHIBIT C is a true
and  complete  list  and  identification,  without  extensive  or  revealing
descriptions,  of  AMDP's confidential information, passwords, and trade secrets
actually  used  by AMDP in the operation of its business (excluding, all member,
subscriber  and  customer  lists,  computer  programs  and  routines,  and other


<PAGE>
technical  data),  and  Shareholder has no knowledge that any other confidential
information,  passwords,  or  trade  secrets  are  necessary to the operation of
AMDP's  business.  The  specific  location of each trade secret's documentation,
including  its  complete  description,  specifications,  charts, procedures, and
other  material  relating  to  it,  is also set forth with it in EXHIBIT C. Each
trade  secret's documentation is current, accurate, and sufficient in detail and
content to identify and explain it and to allow its full and proper use by Buyer
without reliance on the special knowledge and memory of others. AMDP is the sole
owner of each of this confidential information and trade secrets, free and clear
of  any  liens,  encumbrances,  restrictions,  or  legal  or equitable claims of
others.  AMDP has taken all reasonable security measures to protect the secrecy,
confidentiality,  and value of these trade secrets and confidential information.
The  use  by  Buyer of the information identified on EXHIBIT C does not and will
not  conflict with, infringe on, or violate any patent, trademark, service mark,
copyright  or  other  rights  of  others.

          4.7.3.  LICENSES,  PERMITS, AND GOVERNMENTAL AUTHORIZATIONS. EXHIBIT D
is  a  true  and complete schedule of all of the licenses, authorizations and/or
approvals,  and  the like filed with the California Department of Managed Health
Care  within twelve months of the Closing Date, and all other federal, state, or
local  governmental  or  regulatory  bodies obtained by AMDP for the conduct and
operation  of  its  business,  and  Shareholder  has no knowledge that any other
licenses,  authorizations  and/or approvals, and the like of any federal, state,
or  local  governmental  or  regulatory bodies are necessary for the conduct and
operation of AMDP's business. All such licenses, permits, and authorizations are
in  full force and effect; no violations are or have been recorded in respect of
any  license,  permit,  or authorization; no proceeding is pending to revoke any
license,  permit,  or  authorization;  and  Shareholder has no knowledge and has
received  no  notice  of  any  such  proceeding  pending  or  threatened.

          4.7.4.  CONTRACTS.  EXHIBIT  E  is a true and complete schedule of all
written  provider  agreements,  solicitation  agreements  and  all  non-standard
contracts  to  which AMDP is a party, and all other contracts that obligate AMDP
to  pay $10,000 or more in fees and costs or have a duration greater than twelve
months from the Closing Date. All of the contracts listed in EXHIBIT E are valid
and  in  full  force and constitute the binding legal obligations of the parties
thereto  (except  as limited by bankruptcy and insolvency laws and by other laws
and equitable principles affecting the rights of creditors generally) and, there
does not exist any default or breach or event that, with notice or lapse of time
or  both,  would  constitute a default or breach under any of these contracts by
AMDP  or  any  other party thereto. None of the contracts described in EXHIBIT E
contain  any  restriction  or  prohibition  against  or  provide for any adverse
consequences upon the sale or transfer of the Shares from Shareholder to a third
party,  including  Buyer.

          4.7.5.  ASSETS NECESSARY TO THE CORPORATION'S BUSINESS. Except for the
office  space  and  various  office  equipment, fixtures, and furniture owned or
leased  by  Shareholder  but  used  by  AMDP,  no other property used by AMDP in
connection  with  its  business  is held in the name of any individual or entity
other  than AMDP, is subject to any lease, security agreement, conditional sales
contract,  or other title retention or security arrangement, or is located other
than  in  the  possession  of  AMDP.  The  confidential information and know-how
transferred  under  this  Agreement  are  accurate,  complete,  and  correct and
comprise  all of the information and technical expertise required to efficiently
and  economically  manage  AMDP's  business.  The  confidential  information and
know-how  transferred  under  this  Agreement  were  developed  by  AMDP and its


<PAGE>
employees, are the sole and exclusive property of AMDP and have been used to the
commercial  advantage  by  AMDP.

          4.7.6.  TITLE  TO AND OWNERSHIP OF ASSETS. Except for the office space
and  various  office  equipment,  fixtures,  and  furniture  owned  or leased by
Shareholder but used by AMDP, AMDP is the sole owner of the entire right, title,
and  interest  in  and to the Assets and has good and marketable title to all of
the  Assets and interests in Assets, whether real, personal, mixed, tangible, or
intangible,  which constitute all of the assets and interests in assets that are
used  in  AMDP's  business.  AMDP has not assigned, transferred, or conveyed any
interest  in the Assets to any other party, and the Assets are free and clear of
and  not  subject  to restrictions on or conditions to transfer or assignment or
any  mortgages,  liens,  pledges,  charges,  encumbrances,  equities,  claims,
easements, covenants, conditions, or restrictions of any kind whatsoever, except
for  (1)  those  disclosed in AMDP's balance sheet as of September 30, 2002; (2)
the  lien  of  current  taxes  not  yet  due and payable; and (3) possible minor
matters  that,  in  the  aggregate,  are  not  substantial  in amount and do not
materially  detract from or interfere with the present or intended use of any of
these  assets  or  materially  impair  business  operations.

          4.7.7.  SUBSCRIBERS.  EXHIBIT  F  to  this  Agreement is a correct and
current  list  of  all  group  and individual subscribers by plan designation of
AMDP.  Shareholder  has  no  knowledge that the consummation of the transactions
contemplated by this Agreement will materially adversely affect the relationship
of  AMDP  with  any  subscriber.

          4.7.8 INSURANCE POLICIES. EXHIBIT G to this Agreement is a description
of  all  insurance  policies  held  by  AMDP  concerning its business. All these
policies are in the respective principal amounts set forth in EXHIBIT G. AMDP is
not  in default with respect to payment of premiums on any such policy. No claim
is  pending  under  any  such  policy.

          4.7.9.  OTHER CONTRACTS. Except as set forth in EXHIBIT E, AMDP is not
a  party  to nor is any property of AMDP bound by any agreement not entered into
in  the  ordinary course of business; any indenture, mortgage, deed of trust, or
lease,  or  any agreement that is unusual in nature (non-standard), duration, or
amount  (including,  without limitation, any agreement requiring the performance
by  AMDP  of  any obligation for a period of time extending beyond one year from
the Closing Date or calling for consideration of more than $10,000). There is no
default  or event that, with notice or lapse of time or both, would constitute a
default  by  any  party to any of these agreements. AMDP has not received notice
that  any party to any of these agreements intends to cancel or terminate any of
these  agreements.  AMDP  is not a party to nor is AMDP or its property bound by
any  agreement  that  is  materially  adverse  to the businesses, properties, or
financial  condition  of  AMDP.

     4.8  PERSONNEL  MATTERS.

          4.8.1.  EXHIBIT  H  is  an accurate and complete list of the names and
titles  of  all  employees,  officers and directors of AMDP, stating the current
rates  of  compensation payable to each, including any increases pursuant to any
bonus,  severance,  pension,  profit  sharing,  or  other  plan  or  commitment.


<PAGE>
          4.8.2.  AMDP  is  not  a  party  to  any  contract  with  any  labor
organization,  nor  has  AMDP  agreed to recognize any union or other collective
bargaining  unit,  nor  has  any  union or other collective bargaining unit been
certified  as representing any of AMDP's employees. AMDP has no knowledge of any
organizational  effort currently being made or threatened by or on behalf of any
labor  union  with  respect  to  employees of AMDP. AMDP has not experienced any
strikes,  work  stoppages,  grievance  proceedings,  claims  of  unfair  labor
practices,  either  filed  or threatened to be filed, or other significant labor
difficulties  of any nature, nor are there any material controversies pending or
threatened  between  AMDP  and  any  of  AMDP's  employees.

          4.8.3.  AMDP  has complied with all laws relating to the employment of
labor, including without limitation, the Employee Retirement Income Security Act
of 1974, as amended ("ERISA") (29 USCA 1001 et seq.), and those laws relating to
wages, hours, employee benefits, collective bargaining, unemployment, insurance,
workers' compensation, equal employment opportunity, and payment and withholding
of  taxes.

          4.8.4.  Except  as  disclosed to Buyer in writing, no employee benefit
plan  of any kind, including without limitation, any plan qualified under ERISA,
is  in  force.  There are no threatened or pending claims by or on behalf of any
benefit  plan,  by  or  on  behalf  of  any  employee covered under any plan, or
otherwise  involving  any  plan,  that  allege  a  breach  of  fiduciary duty or
violation  of  applicable state or federal law, and Shareholder has no knowledge
of  any  basis  for  such  a  claim.  AMDP has not entered into any severance or
similar  arrangement  in  respect  of  any  present or former employee that will
result  in  any obligation, absolute or contingent, of Buyer or AMDP to make any
payment  to  any present or former employee following termination of employment.

     4.9 COMPLIANCE WITH LAWS. Except as disclosed in EXHIBIT M, Shareholder has
no  knowledge  that:  (1)  AMDP  has  not complied in all material respects with
California  law,  including the Knox-Keene Health Care Service Plan Act of 1975,
as  amended  and  regulations  promulgated  by the Director of the Department of
Managed  Health  Care  or  has  been  cited for any violation of any such law or
regulation  within  the  past  one  (1)  year;  and  (2)  any  material  capital
expenditures  will be required for compliance with any applicable California law
now  in  force  relating  to AMDP. AMDP has filed (and did not receive notice of
disapproval)  the  following  forms  with  the  California Department of Managed
Health  Care: (1) evidence of coverage and disclosure form, or combined evidence
of  coverage  and  disclosure  form  currently used by its members, (2) provider
agreements  currently used by its contracted providers, (3) group and individual
subscriber  agreements  currently  used  by its subscribers and (4) solicitation
agreements  currently  used  by  its  solicitors.

     4.10  LITIGATION.  Except  for  the  claims, actions, suits, or proceedings
pending  and  noted  on EXHIBIT M, there are no other claims, actions, suits, or
proceedings  commenced, pending, or, to the knowledge of Shareholder, threatened
which  will  or  might in any way affect or which relate to the obtaining of the
rights  and benefits by Buyer hereunder, and Shareholder has no knowledge of any
grounds  existing on the date of execution of this Agreement on which any claim,
actions,  suits,  or  proceedings  might be commenced with respect to the rights
granted  by  AMDP  and  Shareholder.  AMDP is not in default with respect to any
order,  writ,  injunction,  or decree of any federal or state court, department,
agency, or instrumentality. AMDP is not presently engaged in any legal action to
recover  moneys  due  to  or  damages  sustained  by  AMDP.


<PAGE>
     4.11  BINDING  OBLIGATIONS.  This Agreement and any and all other documents
executed  or  to be executed by AMDP and/or Shareholder pursuant to the terms of
this  Agreement  constitute legal, valid, and binding obligations of AMDP and/or
Shareholder,  enforceable  in  accordance with their respective terms, except to
the  extent  such  enforceability  may  be limited by (1) applicable bankruptcy,
insolvency,  reorganization,  moratorium,  and  other similar laws affecting the
rights  of  creditors  generally,  (2)  the  exercise  of judicial discretion in
accordance  with  general  principles  of  equity  (regardless  of  whether such
enforceability  is  considered  in  a  proceeding  in  equity  or  in  law), (3)
California  law  regarding  the  enforceability  of covenants not to compete and
similar  provisions that restrain a person from engaging in a lawful profession,
trade,  or  business,  and (4) receipt of an order approving this Agreement, and
the  transaction  contemplated  herein, issued by the Director of the California
Department  of  Managed  Health  Care.

     4.12  AUTHORIZED  STOCK.  The  authorized capital stock of AMDP consists of
100,000 shares of common stock, without par value, of which 20,000, and no more,
are  issued  and outstanding. All the Shares are validly issued, fully paid, and
nonassessable,  and  such Shares have been so issued in full compliance with all
federal  and  state  securities  laws.  There  are no outstanding subscriptions,
options,  rights,  warrants,  convertible  securities,  or  other  agreements or
commitments obligating AMDP to issue or to transfer from treasury any additional
shares  of  its  capital  stock  of  any  class.

     4.13 TITLE TO SHARES. Shareholder is the owner, beneficially and of record,
of  all  of  the  Shares,  free  and  clear of all liens, encumbrances, security
agreements,  equities,  pledges,  options,  claims,  charges,  and restrictions.
Shareholder has the full power to transfer the Shares to Buyer without obtaining
the  consent  or  approval  of  any  other  person  or  governmental  authority.

     4.14  AMDP'S NAME. AMDP has the exclusive right to "Ameritas Managed Dental
Plan,  Inc."  in  connection  with  all  business of whatever kind and character
conducted  by  AMDP  in California. Neither AMDP nor Shareholder has granted and
will  grant  to Buyer the right to use "Ameritas Managed Dental Plan, Inc." Upon
the  Closing Date, Buyer must obtain all requisite approvals from the California
Department  of  Managed  Health  Care,  Secretary of State and any and all other
regulatory  agencies  to  change  the  name  of  AMDP  to  a  name  agreeable to
Shareholder.

     4.15  AUTHORITY.  EXHIBIT  I  lists  the names and addresses of all persons
holding a power of attorney on behalf of AMDP and the names and addresses of all
banks and other financial institutions in which AMDP has an account, deposit, or
safe  deposit  box,  with  the  names of all persons authorized to draw on these
accounts  or  deposits  or  to  have  access  to  these  boxes.

5.   REPRESENTATIONS,  WARRANTIES,  AND  COVENANTS  OF  BUYER.  Buyer  hereby
represents,  warrants,  and  covenants  to  Shareholder  and  AMDP  as  follows:

     5.1  CORPORATE  ORGANIZATION.  Buyer  is  a  corporation  duly  organized,
validly existing, and in good standing under the laws of the State of California
and  has  full  corporate  power  and  authority  to own, lease, and operate its
assets,  properties,  and  business and to carry on its business as a California
licensed  specialized  health care service plan now and as heretofore conducted.

     5.2  AUTHORIZATION.  Buyer  has  full  right,  power,  legal  capacity, and
authority  to  enter  into and perform its obligations under this Agreement and,
except  for  the  California  Department of


<PAGE>
Managed Health Care approval of this Agreement and the transactions contemplated
herein,  no other approvals or consents of any governmental authority, entities,
or  persons  is necessary in connection therewith. The execution and delivery of
this  Agreement  by  Buyer  has  been duly authorized by all necessary corporate
action  on  the  part  of  Buyer.

     5.3  NO  VIOLATION.  The  execution,  delivery,  and  performance  of  this
Agreement  and  the  consummation of the transactions contemplated hereby do not
and  will  not  result  in  or  constitute  any  of  the  following:

          5.3.1.  A  breach  or  violation  of  any provision of the Articles of
Incorporation  or  Bylaws  of  Buyer;

          5.3.2. A breach, violation, default, or an event which, with notice or
lapse  of  time  or  both, would constitute a default, under any lease, license,
promissory  note,  conditional  sales contract, commitment, indenture, mortgage,
deed  of trust, or other agreement, instrument, or arrangement to which Buyer is
a  party  or  by  which  Buyer  or  any  of  its  property  is  bound;  or

          5.3.3.  An  event  that  would  permit  any  party  to  terminate  any
agreement,  accelerate  the  maturity of any indebtedness, performance, or other
obligation of Buyer, or create or impose any lien, charge, security interest, or
encumbrance  on  any  of  the  properties  of  Buyer.

     5.4  COMPLIANCE  WITH LAWS.  Buyer has not received notice of any violation
of  any  applicable  federal,  state, local, or foreign statute, law, ordinance,
occupational  safety,  health,  or  other  law  or  regulation,  or  any  other
requirement  of  any  governmental  or  regulatory  body,  court,  or arbitrator
applicable  to  the  business  of  Buyer.

     5.5  LITIGATION.  (1)  There  are no claims, actions, suits, or proceedings
commenced, pending, or, to the best knowledge of Buyer, threatened which will or
might  in  any  way  affect  or  which relate to the obtaining of the rights and
benefits  by  Shareholder  and AMDP hereunder; and (2) Buyer is not aware of any
grounds  existing on the date of execution of this Agreement on which any claim,
actions,  suits,  or  proceedings  might be commenced with respect to the rights
granted  by  Buyer  hereunder.

     5.6  BINDING  OBLIGATIONS.  This  Agreement and any and all other documents
executed  or  to  be  executed  by Buyer pursuant to the terms of this Agreement
constitute  legal,  valid,  and  binding  obligations  of  Buyer, enforceable in
accordance  with  its respective terms, except to the extent such enforceability
may  be  limited  by  (1)  applicable  bankruptcy,  insolvency,  reorganization,
moratorium, and other similar laws affecting creditors rights generally, and (2)
the  exercise  of  judicial  discretion in accordance with general principles of
equity  (regardless of whether such enforceability is considered in a proceeding
in  equity  or  in  law).

     5.7  MAINTENANCE  AND AUDIT OF BOOKS AND RECORDS.  Buyer shall maintain its
and AMDP's books and records in such manner as to clearly and accurately reflect
the  monthly AMDP Block of Business revenues as defined at Section 1.3.2 of this
Agreement.  All  such  books  and records shall be preserved for a period of not
less than five (5) years after the close of the fiscal year to which they relate
and  shall  be  open  at  all reasonable times to inspection and verification by


<PAGE>
Shareholder or any of its representatives.  Shareholder shall be entitled at any
time  to have Buyer's or AMDP's, or its successors or assigns, books and records
examined or audited at Shareholder's expense, and Buyer, AMDP, or its successors
or  assigns,  shall  cooperate  fully  with  the  party  or  parties making such
examination.  Buyer shall promptly pay to Shareholder any underpayment disclosed
by  such  examination  or audit.  If any examination or audit is necessitated by
Buyer's  failure to maintain books and records as required by this section, then
Buyer shall immediately pay to Shareholder the cost of such examination or audit
(including  reasonable  compensation  for  any  time  necessarily  expended  by
Shareholder's  own employees and reimbursement for expenses necessarily incurred
by  them),  as well as any additional amount of additional compensation shown to
be  due.

     5.8  SUBSCRIBER AND ENROLLEE RELATIONS.  Buyer understands and acknowledges
that  the  acquisition  of AMDP from Shareholder contains a provision at Section
1.3.2  of  this  Agreement that allows for additional compensation to be paid to
Shareholder  based  on "AMDP Block of Business" as described in Section 1.3.2 of
this  Agreement.  In  that regard, Buyer hereby agrees that it will at all times
give  prompt,  courteous,  and  efficient  service to the AMDP Block of Business
subscribers  and  enrollees;  will  perform  work competently and in workmanlike
manner; and in all business dealings with the AMDP Block of Business subscribers
and  enrollees  will be governed by the highest standards of honesty, integrity,
fair  dealing,  and  ethical  conduct.

     5.9  SEVERANCE POLICY.  Buyer agrees and represents that it will offer, for
a period of one year after the Closing Date, to employees of AMDP employed as of
the Closing Date, the AMDP Severance Policy, which is attached hereto as EXHIBIT
O.  Buyer  further  represents that the AMDP Severance Policy, identified above,
will  be  retained  by  Buyer,  for  the benefit of such employees, whether such
employee  is  an  employee  of  AMDP,  Buyer,  or  an  affiliate of Buyer.  AMDP
understands  and  agrees that the compensation to be paid shall not be more than
an  employee's  annual compensation and such payment shall be in accordance with
Buyer's existing payroll procedures. Paragraph 2 of EXHIBIT H contains a list of
AMDP's  current  employees  subject  to  AMDP's  Severance  Policy.

6.   ADDITIONAL  OBLIGATIONS  OF  SHAREHOLDER  AND  AMDP  BEFORE  CLOSING.
Shareholder  and  AMDP  covenant  that from the date of this Agreement until the
Closing  or  termination  of  this  Agreement:

     6.1  BUYER'S  ACCESS  TO  PREMISES AND INFORMATION.  Buyer and its counsel,
accountants,  and  other  representatives  shall  have full access during normal
business  hours  to  all  properties,  books,  accounts, records, contracts, and
documents  of  or  relating to the business of AMDP.  Shareholder and AMDP shall
furnish  or  cause to be furnished to Buyer and its representatives all data and
information  concerning  the  business, finances, and properties of AMDP and the
Shares  that  Buyer  may  reasonably  request.

     6.2  CONDUCT OF BUSINESS IN NORMAL COURSE.  AMDP will carry on its business
activities  diligently and in substantially the same manner as it previously has
been carried out and shall not make or institute any unusual or novel methods of
purchase, lease, sale, management, accounting, or operation that vary materially
from  those  methods  historically  used  by  AMDP.


<PAGE>
     6.3  PRESERVATION OF BUSINESS AND RELATIONSHIPS.  Shareholder and AMDP will
use  their  best  efforts,  without  making  any  commitments on behalf of Buyer
without  Buyer's  express written consent, to preserve the business organization
of AMDP intact, to keep available to AMDP its present employees, and to preserve
its  present  relationships  with  enrollees,  subscribers,  providers,  and
solicitors,  and  others  having  business  relationships  with  AMDP.

     6.4  CORPORATE  MATTERS.  AMDP  shall  not  (i)  amend  its  Articles  of
Incorporation or Bylaws; (ii) issue any shares of its capital stock; (iii) issue
or  create any warrants, obligations, subscriptions, options, calls, convertible
securities,  or  other  commitments  under  which  any  additional shares of its
capital  stock  or any class might be directly or indirectly authorized, issued,
or transferred from treasury; (iv) reclassify, split-up, or acquire, directly or
indirectly,  by  redemption  or  otherwise, any shares of its capital stock; (v)
declare,  set  aside,  or  pay  any  dividends  on  its  capital  stock in cash,
securities,  or other property, or make any other distribution in respect to its
capital  stock; (vi) organize any subsidiary, acquire any capital stock or other
equity  securities  of  any  corporation,  or  acquire  any  equity or ownership
interest  in any business; (vii) carry on any activity that would jeopardize its
ability to operate as a licensed health care service plan; or (viii) agree to do
any  of  the  acts  listed  in  this  Section  6.4.

     6.5  MAINTENANCE  OF  INSURANCE.  AMDP  will continue to carry its existing
insurance.  At  the  request  of  Buyer  and  at its sole expense, the amount of
insurance that as of the date of this Agreement AMDP carries on any of its or in
respect  of its properties and/or operations shall be increased by the amount or
amounts  Buyer  shall  specify.

     6.6  NO  DEFAULT.  AMDP and Shareholder will not do any act, omit to do any
act,  or  permit  any  act  or omission to act which would cause a breach of any
contract  or  commitment  of  AMDP  or  which  would  cause  the  breach  of any
representation  or  warranty  made  under  this  Agreement.

     6.7     PAYMENT  OF  LIABILITIES  AND  WAIVER  OF  CLAIMS.  Except  in  the
ordinary  and  usual course of business, AMDP shall not do or agree to do any of
the  following  acts:  (i) pay any obligation or liability, fixed or contingent,
other  than current liabilities; (ii) waive or compromise any right or claim; or
(iii) cancel, without full payment, any note, loan, or other obligation owing to
AMDP.

     6.8  ACTS  SUBJECT  TO  BUYER'S  APPROVAL.  AMDP shall not, without Buyer's
prior  written  consent,  do  or  agree  to  do  any  of  the  following  acts:

          6.8.1. Borrow or agree to borrow any funds or incur, assume, or become
subject to, whether directly or by way of guarantee or otherwise, any obligation
or  liability,  fixed or contingent, except obligations and liabilities incurred
in  the  ordinary  course  of  business  and  consistent  with  past  practice;

          6.8.2. Pay, discharge, or satisfy any claim, liability, or obligation,
absolute,  accrued, contingent, or otherwise, other than the payment, discharge,
or  satisfaction  in  the  ordinary  course of business and consistent with past
practice  of  liabilities  or  obligations  reflected or reserved against in the
September  30,  2002  Financial Statements or incurred in the ordinary course of
business  and consistent with past practice since the date of the most recent of
the  Financial  Statements;


<PAGE>
          6.8.3. Permit or allow any of its personal property to be subjected to
any  mortgage,  pledge,  lien  (including  any lien for taxes), or encumbrances;

          6.8.4.  Cancel,  amend  or sell any contracts or agreements, waive any
claims  or  rights of substantial value, or sell, transfer, or otherwise dispose
of  any  of  its properties or assets, except in the ordinary course of business
and  consistent  with  past  practice;

          6.8.5.  Grant  any general increase in the compensation of officers or
employees  (including  any  increase  pursuant to any bonus, severance, pension,
profit sharing, or other plan or commitment) or any increase in the compensation
payable  or  to  become  payable  to  any  officer  or  employee;

          6.8.6.  Pay,  loan,  or  advance  any amount to, or sell, transfer, or
lease  any  properties  or assets to, or enter into any agreement or arrangement
with,  any  of its officers or directors or any affiliate of any of its officers
or  directors;

          6.8.7.  Change  any  of  the  banking  or  safe  deposit arrangements;

          6.8.8.  Grant  or  extend  any  power of attorney or act as guarantor,
surety, cosigner, endorser, co-maker, indemnitor, or otherwise in respect of the
obligation  of any person, corporation, partnership, joint venture, association,
organization,  or  other  entity;  or

          6.8.9  Agree,  whether  in  writing  or  otherwise,  to  do any of the
foregoing.

     6.9  CONSENTS  OF  OTHERS.  As  soon  as  reasonably  practicable after the
Effective  Date  of this Agreement, AMDP shall obtain the written consent of its
Board  of Directors to this Agreement and shall furnish to Buyer executed copies
of  those  consents.

     6.10  EXISTING  AGREEMENTS.  Except  as  agreed  to  herein, AMDP shall not
modify,  amend, cancel, or terminate any of its existing contracts or agreements
or  agree  to  do  any  of  those  acts.

7.   CONFIDENTIAL  INFORMATION.  Unless  and  until  the  Closing  has  been
consummated,  the parties and its officers, directors, and other representatives
shall  hold  in  strict  confidence,  and  shall  not  use  to  the detriment of
Shareholder,  AMDP,  or Buyer, as the case may be, all data and information with
respect  to  the  business  of AMDP, Shareholder or Buyer obtained in connection
with  this  Agreement  or  the  transactions  contemplated  hereby.  If  the
transactions  contemplated  by  this  Agreement are not consummated, Buyer shall
return  to  Shareholder  and AMDP all that data and information that Shareholder
and  AMDP  may  reasonably  request,  including  worksheets,  manuals,  lists,
memoranda,  and  other  documents  made  available  to  Buyer  or  its officers,
directors,  or  other  representatives  in connection with this Agreement or the
transactions contemplated hereby, and Buyer shall not use any documents prepared
by  Buyer  or  its  officers,  directors,  or  other representatives with AMDP's
confidential  information  in connection with this Agreement or the transactions
contemplated  hereby.

8.   CONDITIONS  PRECEDENT  TO BUYER'S PERFORMANCE.  The obligations of Buyer to
purchase  the Shares under this Agreement are subject to the satisfaction, on or
before  the Closing Date, of all the


<PAGE>
conditions  set out below in this Section 8. Buyer may waive any or all of these
conditions  in whole or in part without prior notice; provided, however, that no
such  waiver  of  a  condition  shall constitute a waiver by Buyer of any of its
other  rights or remedies, at law or in equity, if Shareholder and/or AMDP shall
be  in  default  of  any  of  their  respective  representations, warranties, or
covenants  under  this  Agreement.  In  the event that all of the conditions set
forth  below  are  not  either satisfied by Shareholder and/or AMDP or waived by
Buyer  on  or  before  the  Closing  Date, the transactions contemplated by this
Agreement  will  be terminated and/or abandoned without further action by Buyer,
Shareholder,  or  AMDP. If such transactions are so terminated and/or abandoned,
then  (i)  each  party  will  redeliver  all  documents,  work papers, and other
material  of  any  other party relating to the transactions contemplated by this
Agreement,  whether so obtained before or after the execution of this Agreement,
to  the  party  furnishing  those documents; and (ii) no party to this Agreement
shall  have  any  liability  or  further  obligation  to any other party to this
Agreement  except  as  specifically  provided  in  this  Agreement.

     8.1  ACCURACY  OF REPRESENTATIONS, WARRANTIES, AND COVENANTS OF SHAREHOLDER
AND  AMDP.  All of the representations, warranties, and covenants of Shareholder
and  AMDP  in  this  Agreement,  or  in any written statement delivered or to be
delivered  to  Buyer  by  or  on  behalf  of  Shareholder and/or AMDP under this
Agreement,  shall  be  true on and as of the Closing Date as though made at that
time.

     8.2  PERFORMANCE  BY SHAREHOLDER AND AMDP.  Shareholder and AMDP shall have
performed,  satisfied,  and  complied  with  all  covenants,  agreements,  and
conditions  required  by  this  Agreement  to  be  performed or complied with by
Shareholder  and  AMDP  on  or  before  the  Closing  Date.

     8.3  NO  MATERIAL  ADVERSE  CHANGE.  During  the  period from the Effective
Date, to the Closing Date, there shall not have been any material adverse change
in  the financial condition or the results of operations of AMDP, and AMDP shall
not  have  sustained  any  material loss or damage to the Assets, whether or not
insured,  that  materially affects its ability to conduct a material part of the
business  of  AMDP.

     8.4  CORPORATE  APPROVAL.  The  execution and delivery of this Agreement by
AMDP  and  the  performance of its covenants and obligations under it shall have
been  duly authorized by all necessary corporate action on or before the Closing
Date, and Buyer shall have received copies of all resolutions pertaining to that
authorization,  certified  by  the  secretary  of  AMDP  on or before said date.

     8.5  APPROVAL  OF  DOCUMENTATION.  The  form  and  substance  of  all
certificates,  instruments,  and  other  documents delivered to Buyer under this
Agreement,  including  without  limitation,  all assignments, novations, and the
like,  shall  be  satisfactory  in  all  respects  to  Buyer and its counsel and
approved  by  Buyer  and  its  counsel in writing on or before the Closing Date.

     8.6  APPROVAL OF DUE DILIGENCE.  Buyer shall be deemed to have approved all
of its due diligence pursuant to Section 3 hereof, unless notice to the contrary
is  provided  to  Shareholder  on  or  before  January  31,  2003.


<PAGE>
     8.7  CALIFORNIA DEPARTMENT OF MANAGED HEALTH CARE APPROVALS.  All approvals
from the California Department of Managed Health Care and all other governmental
or  regulatory  agencies  required  to  be obtained by AMDP, Shareholder, and/or
Buyer  for the lawful consummation of the Closing, the transactions contemplated
by  this Agreement, and the continued operation of the business of AMDP by Buyer
after  the  Closing,  shall  have been obtained.  Upon notice in accordance with
Section  12.5,  Buyer  and  Shareholder  may  terminate  this  Agreement  if the
California  Department of Managed Health Care places, as a condition of Closing,
any  significant  condition, limitation, capital infusion, or other requirements
deemed  unacceptable  to  either  party.

     8.8  THIRD  PARTY  CONSENTS.  All  consents,  permits,  and  approvals from
parties to contracts or other agreements and any other material consent, permit,
or  approval  that  may  be  required in connection with the performance by AMDP
and/or  Shareholder  of their respective obligations under this Agreement or the
consummation  of  the  transactions contemplated by this Agreement, or otherwise
pertaining to the matters covered by it, shall have been obtained by Shareholder
and  AMDP  and  delivered  to  Buyer,  including  without limitation the written
consent  from  Shareholder  pursuant  to  that  certain  oral lease described in
EXHIBIT  B.

     8.9  CERTIFICATION  BY  SHAREHOLDER  AND  AMDP. Buyer shall have received a
certificate(s),  dated  the Closing Date, signed and verified by Shareholder and
AMDP's  Chief  Executive  Officer  and  Chief  Financial  Officer  (i)  that the
conditions  specified  in  Section  6 hereof have been satisfied, fulfilled, and
honored  and  (ii)  articles  of  incorporation  and  bylaws  attached  to  such
certificate  are  true  and  correct copies of the articles of incorporation and
bylaws,  as  amended,  of  AMDP.

     8.10  ABSENCE  OF  LITIGATION.  No  action,  suit, or proceeding before any
court  or  any  governmental  body  or  authority  pertaining to the transaction
contemplated by this Agreement or to its consummation shall have been instituted
or  threatened  on  or  before  the  Closing  Date.

     8.11  LETTER  REGARDING  CHANGES. Buyer shall have received a letter, dated
the  Closing  Date,  signed  and  verified by AMDP's Chief Executive Officer and
Chief  Financial  Officer,  stating  that  they  have  no knowledge or reason to
suspect  that  during  the  period from September 30, 2002, to the date not more
than  five  business  days  before the Closing Date, there was any change in the
financial condition or results of operations of AMDP, except changes incurred in
the  ordinary  and  usual  course  of  business  during  that period that in the
aggregate  are  not  materially  adverse,  and any other changes or transactions
contemplated  by  this  Agreement.  For  purposes  of  this  letter, "materially
adverse"  shall  be  deemed to be an increase in liabilities equal to or greater
than  $50,000  without  a  corresponding  increase  in assets, or a reduction in
monthly  operating  revenue  during  that  period  of  $25,000  or  more.

9.     CONDITIONS  PRECEDENT  TO  SHAREHOLDER'S PERFORMANCE.  The obligations of
Shareholder  to sell and transfer the Shares under this Agreement are subject to
the  satisfaction,  on or before the Closing Date, of all the conditions set out
below  in  this Section 9.  Shareholder may waive any or all of these conditions
in whole or in part without prior notice; provided, however, that no such waiver
of  a  condition  shall  constitute  a waiver by Shareholder of any of its other
rights  or remedies, at law or in equity, if Buyer shall be in default of any of
its  representations,  warranties,  or  covenants  under this Agreement.  In the
event  that  all  of  the conditions set forth below are not either satisfied by
Buyer  or  waived by Shareholder on or before the Closing Date, the transactions
contemplated  by


<PAGE>
this  Agreement  will  be  terminated and/or abandoned without further action by
AMDP,  Shareholder,  or  Buyer.  If  such  transactions are so terminated and/or
abandoned,  then  (i)  each party will redeliver all documents, work papers, and
other  material  of any other party relating to the transactions contemplated by
this  Agreement,  whether  so  obtained  before  or  after the execution of this
Agreement,  to  the  party furnishing those documents; and (ii) no party to this
Agreement  shall  have any liability or further obligation to the other party to
this  Agreement  except  as  specifically  provided  in  this  Agreement.

     9.1  ACCURACY  OF REPRESENTATIONS, WARRANTIES, AND COVENANTS OF BUYER.  All
of the representations, warranties, and covenants of Buyer in this Agreement, or
in  any  written  statement delivered or to be delivered to Shareholder by or on
behalf  of Buyer under this Agreement, shall be true in all material respects on
and  as  of  the  Closing  Date  as  though  made  at  that  time.

     9.2  PERFORMANCE  BY  BUYER.  Buyer  shall  have  performed, satisfied, and
complied in all material respects with all covenants, agreements, and conditions
required  by  this  Agreement  to  be  performed or complied with by Buyer on or
before  the  Closing  Date.

     9.3  CORPORATE  APPROVAL.  The  execution and delivery of this Agreement by
Buyer  and  the performance of its covenants and obligations under it shall have
been  duly authorized by all necessary corporate action on or before the Closing
Date,  and  Shareholder shall have received copies of all resolutions pertaining
to  that  authorization,  certified  by the secretary of Buyer on or before said
date.

     9.4  APPROVAL  OF  DOCUMENTATION.  The  form  and  substance  of  all
certificates,  instruments,  and  other documents delivered to Shareholder under
this  Agreement  shall be satisfactory in all reasonable respects to Shareholder
and  its  counsel  and  approved by Shareholder and its counsel in writing on or
before  the  Closing  Date.

     9.5  ABSENCE  OF  LITIGATION.  No  action,  suit,  or proceeding before any
court  or  any  governmental  body  or  authority  pertaining to the transaction
contemplated by this Agreement or to its consummation shall have been instituted
or  threatened  on  or  before  the  Closing  Date.

     9.6  PAYMENT  OF  CONSIDERATION.  Buyer shall have paid the Purchase Price,
as  defined  in  Section  1.3.1.

     9.7  AMERITAS  LIFE  INSURANCE  CORP./SAFEGUARD  HEALTH  PLANS,  INC.
SOLICITATION  AGREEMENT.  Buyer  shall  have  approved and executed the Ameritas
Life  Insurance  Corp./SafeGuard  Health  Plans,  Inc  Solicitation Agreement as
described  in  EXHIBIT  K.

     9.8  APPROVAL OF DUE DILIGENCE.  Buyer shall be deemed to have approved all
of  its  due  diligence  pursuant  to Section 3 unless notice to the contrary is
provided  to  Shareholder  on  or  before  January  31,  2003.


<PAGE>
10.  THE  CLOSING.

     10.1  CLOSING  AND CLOSING DATE.  The transfer of the Shares by Shareholder
to Buyer (the "Closing") shall occur (1) the last day of the month following the
approval  by the Director of the California Department of Managed Health Care of
a  Notice  of  Material Modification filed by Shareholder and AMDP in connection
with  the  sale  transaction  set  forth herein or (2) such other time as Buyer,
Shareholder  and  AMDP  may  mutually agree to in writing.  However, the Closing
shall  not  occur  any  later  than March 31, 2003, unless both parties mutually
agree  in  writing  to  extend such date. That date is referred to herein as the
"Closing  Date."  The Closing shall take place at AMDP's corporate office at 151
Kalmus  Drive,  Suite  J3,  Costa Mesa, California, or such other place mutually
agreeable  by  all  parties.

     10.2  DELIVERIES  AT  CLOSING.

          10.2.1.  At  the  Closing,  Buyer  shall  deliver  to  Shareholder the
following  instruments  and documents against delivery of the items specified in
Section  10.2.2:

               10.2.1.1.  Confirmation  of  wiring  to  the  trust  account  of
Shareholder's attorney, or physical delivery of a cashier's check or bank draft,
in  the  sum  of  $1,100,000.00.

               10.2.1.2.  Buyer  shall  deliver an executed copy of the Ameritas
Life  Insurance  Corp./SafeGuard  Health  Plans,  Inc Solicitation Agreement, as
specified  in  Section  1.3.2  and  set  forth  under  EXHIBIT  K, and all other
documents,  certificates,  resolutions,  and other writings that are required by
this  Agreement  to  be  delivered  by  Buyer  at  or  prior  to  the  Closing.

          10.2.2.  At  the  Closing,  Shareholder and AMDP, as applicable, shall
deliver to Buyer the following instruments and documents against delivery of the
items  specified  in  Section  10.2.1:

               10.2.2.1. Shareholder shall deliver a certificate or certificates
representing the Shares, registered in the name of Shareholder, duly endorsed by
Shareholder's  Secretary  and  General Counsel for transfer or accompanied by an
assignment  of  the  Shares  duly executed by Shareholder, and with all required
documentary  stock  transfer  stamps  affixed  or  accompanied  by Shareholder's
personal  check  for  the  amount  of  these  stamps,  if  any;

               10.2.2.2. AMDP shall issue and deliver a certificate representing
the  Shares,  registered  in  Buyer's  name;

               10.2.2.3.  AMDP  and  Shareholder  shall  provide  a  written
affirmation  that  they have, as of the Closing Date, severed all administrative
services  between  them  and  that  all  written  or  oral  agreements have been
terminated;  and

               10.2.2.4.  Shareholder  and/or  AMDP,  as  the case may be, shall
deliver  all certificates, including resignations of AMDP's current officers and
director,  and  other  writings  and  documents.


<PAGE>
11.  POST-CLOSING  OBLIGATIONS.

     11.1  SHAREHOLDER'S  INDEMNITY.  Shareholder  shall  jointly  and severally
indemnify,  defend,  and  hold harmless Buyer and AMDP against and in respect of
any  and all claims, demands, losses, costs, expenses, obligations, liabilities,
damages,  recoveries,  and  deficiencies,  including interest penalties, and all
income,  property  and  franchise  taxes  resulting from operations prior to the
Closing  Date,  and  reasonable  attorneys' fees, that it shall incur or suffer,
which  arise  out  of,  result  from,  or relate to any breach of, or failure by
Shareholder  and/or  AMDP  to perform, any of their representations, guaranties,
commitments,  warranties,  covenants, or agreements contained in this Agreement,
or in any schedule, certificate, exhibit, or other instrument furnished or to be
furnished  by  Shareholder and/or AMDP under this Agreement, or which during the
365  days  following the Closing Date arise out of, result from, or relate to an
action  or an investigation by a governmental authority related to any violation
of  law  prior to the Closing Date; provided, however, that the aggregate amount
of  Shareholder's  liability  under  this  paragraph  shall  in  no event exceed
$150,000, and further, that no such duty to indemnify, defend, and hold harmless
shall  arise  unless such claims, demands, losses, costs, expenses, obligations,
liabilities, damages, recoveries, and deficiencies, including interest penalties
and  attorneys'  fees, exceed $25,000 in the aggregate.  In computing the amount
to  be  paid  by  Shareholder  under  its  indemnity  obligations, there will be
deducted  an  amount equal to any tax benefits actually received by Buyer and/or
AMDP,  taking  into  account  the  income  tax treatment of the receipt of these
payments.

     11.2  SHAREHOLDER'S  RIGHT  TO  DEFEND.  Buyer  will  promptly  notify
Shareholder  of  the  existence  of  any claim, demand, or other matter to which
Shareholder's  indemnification  obligations  would  apply,  and  will  give it a
reasonable opportunity to defend the same at its own expense and with counsel of
its  own selection; provided that Buyer will at all times also have the right to
participate  fully  in  the defense at its own expense.  If, within a reasonable
time  after this notice, Shareholder fails to defend, Buyer will have the right,
but not the obligation, to undertake the defense of, and to compromise or settle
(exercising  reasonable business judgment), the claim or other matter on behalf,
for  the  account,  and  at  the risk, of Shareholder.  If the claim is one that
cannot by its nature be defended solely by Shareholder (including any federal or
state  tax  proceeding),  Buyer  will  make  available,  and  cause AMDP to make
available,  all  information  and  assistance  that  Shareholder  may reasonably
request.

     11.3  SHAREHOLDER'S  COMPETITION.  Shareholder  agrees  that  it  will not,
within  a  five (5) year period immediately following the Closing Date, have any
ownership  interest  in  any  corporation  that  provides  or  arranges  for the
provision  of  prepaid  dental  care  in  California.

     11.4  BUYER'S  INDEMNITY.  Buyer  agrees  to  indemnify,  defend,  and hold
harmless  Shareholder  against  and  in  respect  of any and all claims, losses,
expenses, costs, obligations, and liabilities Shareholder may incur by reason of
Buyer's  breach  of  or  failure  to  perform any of its warranties, guaranties,
commitments, or covenants contained in this Agreement or by reason of any act or
omission  of  Buyer  or  any of its successors or assigns after the Closing Date
that constitutes a breach or default under any obligation, duty, or liability of
AMDP  but only to the extent to which Buyer expressly assumes these obligations,
duties,  and  liabilities  under  this  Agreement.


<PAGE>
     11.5  PUBLICITY.  Except  communications  with  personnel of the California
Department of Managed Health Care in connection with this Agreement, all notices
to  third  parties  and  all  other  publicity  concerning  the  transactions
contemplated  by  this Agreement shall be jointly planned and coordinated by and
among  Buyer,  AMDP,  and  Shareholder.  No party shall act unilaterally in this
regard  without the prior written approval of the others; however, this approval
shall  not  be  unreasonably  withheld.

     11.6  ADJUSTED  PURCHASE  PRICE.  The parties agree and understand that the
Purchase  Price  must  be  adjusted  to  reflect the Adjusted Purchase Price, as
defined  at Section 1.3.2, and agree to the post-closing payment requirements of
Section  1.3.2.1.

12.  GENERAL  PROVISIONS.

     12.1  AMENDMENT  AND  MODIFICATION.  No  modification,  supplementation,
amendment,  or  addition  of any kind to this Agreement, including its exhibits,
shall  be  valid  or  binding unless made by a writing subscribed by all parties
hereto.  All  exhibits  and  schedules  referenced  in  this  Agreement  are
incorporated  herein  and  made  a  part  hereof.

     12.2  WAIVER.  No  failure  on the part of any party to exercise any right,
power,  or privilege hereunder shall operate as a waiver thereof or of any other
right,  power,  or privilege hereunder, nor shall any single or partial exercise
of  any  right,  power,  or  privilege  hereunder  preclude any other or further
exercise  thereof  or  the exercise of any other right, power, or privilege.  No
waiver  shall  be  binding  unless  executed  in writing by the party making the
waiver.

     12.3  SEVERABILITY.  In  the  event  that  any  term  or  provision of this
Agreement  is  determined  to  be  void,  unenforceable, or contrary to law, the
remainder  of  this  Agreement  will continue in full force and effect, provided
that such continuation would not materially alter the terms of this Agreement or
diminish  the  benefits  of  this  Agreement  for  any  party.

     12.4  EXPENSES.  Each  party  shall  pay all legal fees and other costs and
expenses  incurred  or  to  be  incurred  by  it with respect to the transaction
contemplated  hereby  whether  or  not  the  Closing  occurs.

     12.5  NOTICES.  All  notices under this Agreement shall be in writing.  Any
such notice may be, transmitted by facsimile, or sent by a nationally recognized
overnight  delivery  service  (e.g.,  Federal Express) or by United States mail,
postage prepaid, registered or certified, return receipt requested, addressed as
indicated on EXHIBIT J hereto, or to such other address as a party may designate
by  written  notice  as provided herein.  Any such communication shall be deemed
effective  upon  personal delivery, upon confirmed receipt of notice transmitted
by  facsimile,  two  days after transmitting the notice by nationally recognized
overnight  delivery  service, or five days after mailing in accordance with this
section.

     12.6  ASSIGNMENT.  This Agreement and all of its provisions will be binding
upon  and  inure  to  the  benefit  of  the  parties to this Agreement and their
respective  heirs,  legal  representatives, successors, and assigns, but neither
this  Agreement  nor  any  of  the  rights,  interests,  or  obligations


<PAGE>
under  this  Agreement will be assigned, voluntarily or involuntarily, by any of
the  parties  without  the  prior  written  consent  of  the  other  parties.

     12.7  SURVIVAL  OF  REPRESENTATIONS, WARRANTIES, COVENANTS, AND AGREEMENTS.
Except  for  Sections  1.3.2,1.3.3.,1.3.4.,5.7,  and  5.8,  all representations,
warranties,  covenants,  indemnities,  and  agreements  of  AMDP and Shareholder
contained  in  this  Agreement,  or  in any instrument, certificate, opinion, or
other  writing provided for herein, shall be deemed to be continuing and survive
the Closing, but will expire on the first anniversary date following the Closing
Date.  All statements contained in any such instruments, certificates, opinions,
or  other  writings shall be deemed to be representations and warranties of AMDP
and  Shareholder  under  this Agreement. Sections 1.3.2, 1.3.3., 1.3.4., 5.7 and
5.8  shall  continue  and  survive  the  Closing,  but  will expire on the fifth
anniversary  date  following the Closing Date, unless Shareholder notifies Buyer
in  writing  before  that  date.

     12.8  FURTHER ACT.  The parties hereto shall do such further acts and shall
execute  such  further  documents  as  may be required in order to carry out the
purpose  and  intent of this Agreement. Each party shall use its best efforts to
obtain  any  governmental  approvals  necessary  for  it  to  consummate  the
transactions  contemplated  by  this  Agreement.

     12.9  RELATIONSHIP  BETWEEN THE PARTIES.  This Agreement does not create by
its  terms or otherwise a partnership, association, or joint venture between the
parties  nor shall it constitute any party as either an agent or employee of any
other  party.  No  party shall have the right or authority to create any express
or  implied  obligations  on  behalf of or on account of the other party.  It is
specifically  agreed  that  nothing  under  this  Agreement  or in the course of
dealing between the parties grants nor shall grant to any party any authority at
its  discretion  to conclude agreements or make any other binding engagements in
the  name  of  the  other  party.

     12.10  GOVERNING  LAW;  CHOICE  OF  FORUM;  CONSENT  TO JURISDICTION.  This
Agreement  and  the  legal relations among the parties to this Agreement will be
governed  by  and  construed  in  accordance  with  the  laws  of  the  State of
California,  without  regard  to  its provisions relating to choice of law.  All
claims,  disputes,  controversies,  or  differences  which may arise between the
parties  out  of  or  in relation to or in connection with this Agreement or the
breach thereof shall be brought only in the United States federal and California
state  courts  located  in  Orange  County,  California.  The  parties expressly
consent  to the personal jurisdiction of the aforementioned courts and waive any
defense  to  any  such  action  based  upon lack of personal jurisdiction, forum
non-conveniens,  or  choice  of  venue.

     12.11  CONSTRUCTION.  The  headings at the beginning of various sections of
this  Agreement are inserted for convenience only and will not constitute a part
of this Agreement or alter or affect in any way the meaning or interpretation of
this  Agreement.  References to sections include all subparts and subsections of
the  referenced  section.  All  exhibits  referenced  in  this  Agreement  are
incorporated herein and made a part hereof.  In interpreting this Agreement, the
singular shall be read as the plural, and the plural as the singular, unless the
context  requires  otherwise.

     12.12  PARTIES  IN INTEREST.  Nothing in this Agreement, whether express or
implied, is intended or will be construed to confer any rights or remedies under
or  by  reason of this Agreement


<PAGE>
on  any persons other than the parties to it and their respective successors and
assigns,  nor  to  relieve or discharge the obligation or liability of any third
persons  to any party to this Agreement, nor to give any third persons any right
of  subrogation  or  action  over  against  any  party  to  this  Agreement.

     12.13  ENTIRE  AGREEMENT.  This  Agreement,  including its exhibits and the
other documents, agreements, and certificates delivered pursuant to the terms of
this  Agreement,  constitutes the entire agreement of the parties and supersedes
any and all other agreements, promises, covenants, arrangements, communications,
representations,  or  warranties,  whether  oral or written, between the parties
hereto  with  respect  to  the  subject  matter  hereof.  No  other  agreement,
statement, promise, proposal, tender, or letter agreement related to the subject
matter  of  this  Agreement,  which  is  not contained herein, shall be valid or
binding.

     12.14  COUNTERPARTS.  This  Agreement  may  be  executed  in  two  or  more
counterparts,  each  of  which  will  be  deemed  an  original, but all of which
together  will  constitute  one  and  the  same  instrument.

     12.15  DEFINITION  OF  KNOWLEDGE.  For  purposes  of  this  Agreement,  an
individual  will  be  deemed  to  have "knowledge" of a particular fact or other
matter,  or  to  know  a  particular  fact or other matter "to the best of their
knowledge,"  only  if  that individual is actually aware of that fact or matter.

     12.16  BROKER  FEES.  Shareholder  represents  that  it  has  retained  the
assistance  of  A.G.  Edwards & Sons, Inc. as its broker in connection with this
transaction,  and  that  it  shall  pay all broker fees incurred related to this
transaction.




                   [SIGNATURES APPEAR ON THE FOLLOWING PAGE.]


<PAGE>
     IN  WITNESS  WHEREOF, the parties hereto have executed this Agreement as of
the  date  first  set  forth  above.

Shareholder:                         Ameritas Life Insurance Corp.


                                     By:/s/ David C. Moore
                                        -------------------------------------
                                        David C. Moore, President


                                     By:/s/ Donald R. Stadling
                                        -------------------------------------
                                        Donald R. Stading, Secretary


AMDP:                                Ameritas Managed Dental Plan, Inc.


                                     By:/s/ Sherry Anne Hobbs
                                        -------------------------------------
                                        Sherry Anne Hobbs, President


                                     By:/s/  Donald  R.  Stading
                                        -------------------------------------
                                        Donald R. Stading, Secretary


Buyer:                               SafeGuard Health Plans, Inc.


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


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


<PAGE>
           INDEX OF EXHIBITS AND SCHEDULES TO STOCK PURCHASE AGREEMENT
           -----------------------------------------------------------


EXHIBIT  A:    Financial  Statements  of  AMDP

EXHIBIT  B:    Schedule  of  Debts,  Obligations,  and  Liabilities  of  AMDP

EXHIBIT  C:    Schedule  of  Confidential Information and Trade Secrets of AMDP

EXHIBIT  D:    Schedule of Licenses, Permits, and Governmental Authorizations of
               AMDP

EXHIBIT  E:    Schedule  of  Contracts  of  AMDP

EXHIBIT  F:    List  of  Group  and  Individual  Subscribers  of  AMDP

EXHIBIT  G:    Schedule  of  Insurance  Policies  of  AMDP

EXHIBIT  H:    List  of  Officers,  Directors,  and  Employees  of  AMDP

EXHIBIT  I:    List  of  Persons  with  Banking  Authority or Holding Powers of
               Attorney  for  AMDP

EXHIBIT  J:    Addresses  of  Parties  and  Attorneys  for  Notice  Purposes

EXHIBIT  K:    Ameritas  Life  Insurance  Corp./SafeGuard  Health  Plans,  Inc
               Solicitation  Agreement

EXHIBIT  L:    List  of  AMDP's  trade  names,  trademarks,  service  marks  or
               copyrights

EXHIBIT  M:    List  of  claims, actions suits or proceedings commenced against
               AMDP

EXHIBIT  N:    Severance  Policy


<PAGE>