EXECUTION COPY
                                                                  --------------



================================================================================


                            STOCK PURCHASE AGREEMENT

                                      AMONG


                       SAFEGUARD HEALTH ENTERPRISES, INC.
                                   ("BUYER"),

                           NICHOLAS M. KAVOUKLIS, DMD
                                   ("SELLER"),

                                       AND

                           PARAMOUNT DENTAL PLAN, INC.
                                   ("COMPANY")



                           Dated as of April 24, 2002



================================================================================


<PAGE>
<TABLE>
<CAPTION>
                                 TABLE  OF  CONTENTS

                                                                                 PAGE

<S>                                                                              <C>
ARTICLE  1    PURCHASE  AND  SALE..............................................     1

     1.1      Purchase  and  Sale . . . . . . . . . . . . . . . . . . . . . . .     1
     1.2      Purchase  Price . . . . . . . . . . . . . . . . . . . . . . . . .     1

ARTICLE  2    SELLER'S REPRESENTATIONS AND WARRANTIES CONCERNING
              THE TRANSACTION..................................................     1

     2.1      Organization  and  Standing . . . . . . . . . . . . . . . . . . .     2
     2.2      Enforceability;  Authorization. . . . . . . . . . . . . . . . . .     2
     2.3      Noncontravention. . . . . . . . . . . . . . . . . . . . . . . . .     2
     2.4      Title  to  Stock. . . . . . . . . . . . . . . . . . . . . . . . .     3
     2.5      Capitalization  of  the  Company. . . . . . . . . . . . . . . . .     3
     2.6      Subsidiaries/Investments. . . . . . . . . . . . . . . . . . . . .     3
     2.7      Compliance  with  Applicable  Laws;  Licenses . . . . . . . . . .     3
     2.8      Financial  Statements . . . . . . . . . . . . . . . . . . . . . .     4
     2.9      No  Material  Adverse  Change . . . . . . . . . . . . . . . . . .     5
     2.10     No  Undisclosed  Liabilities. . . . . . . . . . . . . . . . . . .     6
     2.11     Title  to  and  Condition  of  Properties . . . . . . . . . . . .     6
     2.12     Litigation. . . . . . . . . . . . . . . . . . . . . . . . . . . .     6
     2.13     Real  Property  Leases. . . . . . . . . . . . . . . . . . . . . .     7
     2.14     Intellectual  Property. . . . . . . . . . . . . . . . . . . . . .     7
     2.15     Contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . .     7
     2.16     Employees . . . . . . . . . . . . . . . . . . . . . . . . . . . .    10
     2.17     Employee  Benefit  Plans. . . . . . . . . . . . . . . . . . . . .    10
     2.18     Receivables . . . . . . . . . . . . . . . . . . . . . . . . . . .    13
     2.19     Accounts  Payable . . . . . . . . . . . . . . . . . . . . . . . .    13
     2.20     Broker's  and  Finder's  Fees . . . . . . . . . . . . . . . . . .    13
     2.21     Labor  Practices. . . . . . . . . . . . . . . . . . . . . . . . .    13
     2.22     Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . .    14
     2.23     Environmental  Matters. . . . . . . . . . . . . . . . . . . . . .    14
     2.24     Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    14
     2.25     Statutory  Financial  Statements. . . . . . . . . . . . . . . . .    15
     2.26     Transactions  With  Affiliates. . . . . . . . . . . . . . . . . .    15
     2.27     Improper  Payments. . . . . . . . . . . . . . . . . . . . . . . .    16
     2.28     Information . . . . . . . . . . . . . . . . . . . . . . . . . . .    16
     2.29     Investment  Purposes. . . . . . . . . . . . . . . . . . . . . . .    16
     2.30     Accredited  Investor. . . . . . . . . . . . . . . . . . . . . . .    17
     2.31     Legend  on  Certificates. . . . . . . . . . . . . . . . . . . . .    17

ARTICLE  3    REPRESENTATIONS  AND  WARRANTIES  OF  BUYER......................    17

     3.1      Organization  and  Standing . . . . . . . . . . . . . . . . . . .    17
     3.2      Noncontravention. . . . . . . . . . . . . . . . . . . . . . . . .    17
     3.3      Execution/Enforceability. . . . . . . . . . . . . . . . . . . . .    18


<PAGE>
     3.4      Capitalization. . . . . . . . . . . . . . . . . . . . . . . . . .    18
     3.5      Validity  of  SafeGuard  Stock. . . . . . . . . . . . . . . . . .    18
     3.6      SafeGuard  Florida  Shares;  Other  Subsidiaries. . . . . . . . .    19
     3.7      Validity and Rights of the Convertible Note and Conversion Shares    19
     3.8      Buyer  SEC  Reports . . . . . . . . . . . . . . . . . . . . . . .    19
     3.9      Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    19
     3.10     Broker's  and  Finder's  Fees . . . . . . . . . . . . . . . . . .    20
     3.11     Licenses/Compliance  with  Law. . . . . . . . . . . . . . . . . .    20
     3.12     No  Material  Adverse  Change . . . . . . . . . . . . . . . . . .    20
     3.13     Litigation. . . . . . . . . . . . . . . . . . . . . . . . . . . .    20
     3.14     Transactions  With  Affiliates. . . . . . . . . . . . . . . . . .    21
     3.15     Improper  Payments. . . . . . . . . . . . . . . . . . . . . . . .    21
     3.16     Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . .    21

ARTICLE  4    GENERAL  COVENANTS...............................................    21

     4.1      Implementing  Agreement . . . . . . . . . . . . . . . . . . . . .    21
     4.2      Access  and  Information. . . . . . . . . . . . . . . . . . . . .    21
     4.3      Operation  of  Businesses;  Course  of  Conduct . . . . . . . . .    22
     4.4      Consents. . . . . . . . . . . . . . . . . . . . . . . . . . . . .    24
     4.5      Public  Communications. . . . . . . . . . . . . . . . . . . . . .    25
     4.6      Solicitation  of  Inquiries . . . . . . . . . . . . . . . . . . .    25
     4.7      Cooperation . . . . . . . . . . . . . . . . . . . . . . . . . . .    25
     4.8      Updating  of  Schedules . . . . . . . . . . . . . . . . . . . . .    25
     4.9      Reinvestment  of  Equity  Investments . . . . . . . . . . . . . .    26

ARTICLE  5    CONDITIONS  PRECEDENT............................................    26

     5.1      Conditions  to  Obligations  of  Seller . . . . . . . . . . . . .    26
     5.2      Conditions  to  the  Obligations  of  Buyer . . . . . . . . . . .    27

ARTICLE  6    CLOSING..........................................................    28

     6.1      Closing . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    28
     6.2      Seller's  Closing  Deliveries . . . . . . . . . . . . . . . . . .    29
     6.3      Buyer's  Closing  Deliveries. . . . . . . . . . . . . . . . . . .    29
     6.4      Transfer  Taxes . . . . . . . . . . . . . . . . . . . . . . . . .    30

ARTICLE  7    BUYER'S  COVENANTS...............................................    30

     7.1      Closing . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    30
     7.2      Seller's  Access  to  Information  After  the  Closing. . . . . .    30
     7.3      Confidentiality . . . . . . . . . . . . . . . . . . . . . . . . .    30
     7.4      Employment  of  Seller. . . . . . . . . . . . . . . . . . . . . .    31
     7.5      Florida  Market  Headquarters . . . . . . . . . . . . . . . . . .    31
     7.6      Merger  of  SafeGuard  Florida  and  the  Company . . . . . . . .    31

ARTICLE  8    ADDITIONAL  COVENANTS  AND  AGREEMENTS...........................    31

     8.1      Specific  Performance . . . . . . . . . . . . . . . . . . . . . .    31
     8.2      Further  Assurances . . . . . . . . . . . . . . . . . . . . . . .    31
     8.3      Publicity . . . . . . . . . . . . . . . . . . . . . . . . . . . .    32


<PAGE>
     8.4      Expenses. . . . . . . . . . . . . . . . . . . . . . . . . . . . .    32
     8.5      No  Assignment. . . . . . . . . . . . . . . . . . . . . . . . . .    32
     8.6      Certain  Tax  Matters . . . . . . . . . . . . . . . . . . . . . .    32

ARTICLE  9    INDEMNIFICATION..................................................    34

     9.1      Survival  of  Representations  and  Warranties. . . . . . . . . .    34
     9.2      Indemnification  by  Seller . . . . . . . . . . . . . . . . . . .    34
     9.3      Indemnification  by  Buyer. . . . . . . . . . . . . . . . . . . .    35
     9.4      Third  Party  Claims. . . . . . . . . . . . . . . . . . . . . . .    35
     9.5      Limitation  on  Indemnification  of  Buyer  Indemnified  Parties.    36
     9.6      Limitation  on  Indemnification  of  Seller  Indemnified  Parties    38
     9.7      Remedies;  Default;  Notice  and  Cure. . . . . . . . . . . . . .    39
     9.8      Payment  of  Liability. . . . . . . . . . . . . . . . . . . . . .    40
     9.9      Limited  Right  of  Set-Off . . . . . . . . . . . . . . . . . . .    40

ARTICLE  10   TERMINATION;  NON-SOLICITATION...................................    40

     10.1     Termination . . . . . . . . . . . . . . . . . . . . . . . . . . .    40
     10.2     Non-Solicitation. . . . . . . . . . . . . . . . . . . . . . . . .    42

ARTICLE  11   CERTAIN  DEFINITIONS.............................................    42

ARTICLE  12   CONSTRUCTION;  MISCELLANEOUS  PROVISIONS.........................    48

     12.1     Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    48
     12.2     Entire  Agreement . . . . . . . . . . . . . . . . . . . . . . . .    49
     12.3     Modification  and  Waiver . . . . . . . . . . . . . . . . . . . .    49
     12.4     Dispute  Resolution . . . . . . . . . . . . . . . . . . . . . . .    49
     12.5     Binding  Effect . . . . . . . . . . . . . . . . . . . . . . . . .    51
     12.6     Headings. . . . . . . . . . . . . . . . . . . . . . . . . . . . .    51
     12.7     Number  and  Gender . . . . . . . . . . . . . . . . . . . . . . .    51
     12.8     Counterparts. . . . . . . . . . . . . . . . . . . . . . . . . . .    51
     12.9     Third  Parties. . . . . . . . . . . . . . . . . . . . . . . . . .    51
     12.10    Schedules  and  Exhibits. . . . . . . . . . . . . . . . . . . . .    51
     12.11    Time  Periods . . . . . . . . . . . . . . . . . . . . . . . . . .    51
     12.12    No  Strict  Construction. . . . . . . . . . . . . . . . . . . . .    51
</TABLE>


<PAGE>
SCHEDULES
---------

Schedule  2.1           Licenses
Schedule  2.3           Noncontravention
Schedule  2.7           Company  Permits
Schedule  2.7(A)        Material  Company  Permits
Schedule  2.8           Financial  Statements
Schedule  2.9           Material  Adverse  Change
Schedule  2.10          Liabilities
Schedule  2.12          Litigation
Schedule  2.13          Real  Property  Leases
Schedule  2.14          Intellectual  Property
Schedule  2.15          Contracts
Schedule  2.16          Employees
Schedule  2.17          Employee  Benefit  Plans
Schedule  2.18          Aged  Accounts  Receivable
Schedule  2.22          Insurance  Policies
Schedule  2.24          Taxes
Schedule  2.25          Statutory  Financial  Statements
Schedule  2.26          Transactions  with  Affiliates
Schedule  2.27          Improper  Payments
Schedule  3.11          Licenses/Compliance  with  Law
Schedule  3.12          No  Material  Adverse  Change
Schedule  3.13          Litigation
Schedule  3.14          Transactions  with  Affiliates
Schedule  4.3           Anticipated  Bonus  Arrangements

EXHIBITS
--------

Exhibit A               Form  of  Secured  Convertible  Promissory  Note
Exhibit B               Form  of  Employment  Agreement
Exhibit C               Form  of  Registration  Rights  Agreement
Exhibit D               Form  of  Lease  Agreement
Exhibit E               Form  of  Pledge  Agreement
Exhibit F               Form  of  Security  Agreement
Exhibit G               Form  of  Opinion  of  Counsel to Seller and the Company
Exhibit H               Form  of  Opinion  of  Counsel  to  Buyer
Exhibit I               Buyer's  Investment  Policy  Statement
Exhibit J               Form  of  Guaranty


<PAGE>
                            STOCK PURCHASE AGREEMENT
                            ------------------------

     THIS  STOCK  PURCHASE  AGREEMENT  (this "Agreement"), dated as of April 24,
                                              ---------
2002,  is  entered  into  among  SafeGuard  Health Enterprises, Inc., a Delaware
corporation  based  in  California  ("Buyer");  Nicholas  M.  Kavouklis,  DMD
                                      -----
("Seller"),  a  Florida  resident;  and  Paramount  Dental Plan, Inc., a Florida
  ------
corporation  based in Tampa, Florida (the "Company").  Certain capitalized terms
                                           -------
used  in  this  Agreement  are  defined  in  Article  11  hereof.

                                   BACKGROUND:
                                   ----------

     Seller owns all of the Shares. Upon the terms and subject to the conditions
set  forth in this Agreement, Seller desires to sell to Buyer, and Buyer desires
to  purchase from Seller, the Shares.  Immediately following its purchase of the
Shares, Buyer will cause the Company to merge with SafeGuard Health Plans, Inc.,
a  Florida  corporation  and  its  wholly-owned  subsidiary.

     The  parties  agree  as  follows:


                                    ARTICLE 1
                                PURCHASE AND SALE

     1.1     Purchase  and  Sale.  Subject  to  the terms and conditions of this
             -------------------
Agreement,  on  the  Closing Date, Seller shall sell to Buyer all of the Shares,
free  and  clear  of  all  Liens,  and  Buyer  shall purchase all of the Shares.

     1.2     Purchase  Price.  The  total  consideration  for  the  Shares shall
             ---------------
consist  of  the  following  payments  (collectively,  the  "Purchase  Price"):
                                                             ---------------

          (a)     $3,000,000  in  U.S.  Dollars;

          (b)     The  execution and delivery by Buyer of its seven percent (7%)
     Secured  Convertible  Promissory  Note  in the original principal amount of
     $2,625,000,  in  the  form  of  Exhibit A attached hereto (the "Convertible
                                     ---------                       -----------
     Note"),  secured  by  a pledge of the Pledged Shares pursuant to the Pledge
     ----
     Agreement and a first lien on all of SafeGuard Florida's assets pursuant to
     the  Security  Agreement;  and

          (c)     The  issuance  to  Seller of 769,231 shares of Common Stock of
     Buyer  (the  "SafeGuard  Stock").
                   ----------------

                                    ARTICLE 2
       SELLER'S REPRESENTATIONS AND WARRANTIES CONCERNING THE TRANSACTION

     Seller  represents  and warrants to Buyer, as of the date of this Agreement
and  as  of  the  Closing  Date  unless  expressly  provided  otherwise  in  the
representation,  as  follows:


<PAGE>
     2.1     Organization  and  Standing.  Except as listed on Schedule 2.1, the
             ---------------------------                       ------------
Company  is  a corporation duly organized, validly existing and in good standing
under  the  laws  of the State of Florida with all requisite corporate power and
authority  to  conduct its business operations as being conducted on the date of
this  Agreement,  including  but  not limited to, a license to operate a Prepaid
Limited  Health  Service  Organization  issued  by  the  Florida  Department  of
Insurance.  The  Company does not conduct business operations in any state other
than  Florida  and  has  not qualified as a foreign corporation authorized to do
business  in  any  state.  The  Company  has  not  failed  to  so qualify in any
jurisdiction where the failure to be so authorized would have a Material Adverse
Effect on the Company.  Seller has delivered to Buyer true, correct and complete
copies of the articles of incorporation and bylaws of the Company, as amended to
and in effect on the date of this Agreement.  The Company is not in violation of
any  term  or  provision  of  its  articles  of  incorporation  or  bylaws.

     2.2     Enforceability;  Authorization.
             ------------------------------

          (a)     Seller  has  full  power,  authority  and capacity to execute,
     deliver and perform this Agreement and each of the agreements and documents
     delivered  by  Seller in connection herewith. This Agreement and each other
     agreement  and document delivered by Seller in connection herewith has been
     duly executed and delivered by Seller and constitutes Seller's legal, valid
     and  binding  obligations  enforceable  in accordance with their respective
     terms,  except  to  the  extent  that  its  enforceability  is  limited  by
     application  of general principles of equity and by bankruptcy, insolvency,
     moratorium,  debtor  relief,  and  similar  laws  of  general  application
     affecting  enforcement  of  creditors'  rights  and  debtor  obligations.

          (b)     The Company has full power, authority and capacity to execute,
     deliver and perform this Agreement and each of the agreements and documents
     delivered by the Company in connection herewith. The execution and delivery
     by  the  Company of this Agreement and of each other agreement and document
     have  been  duly  and validly approved by its board of directors and to the
     extent  required  by law, by all its shareholders entitled to vote thereon,
     and  no  other  actions  or  proceedings  on  the  part  of the Company are
     necessary to authorize this Agreement and each other agreement and document
     and  the  transactions  contemplated hereby and thereby. This Agreement and
     each  other  agreement  and document delivered by the Company in connection
     herewith  has  been  duly  executed  and  delivered  by  the  Company  and
     constitutes  the Company's legal, valid and binding obligations enforceable
     in  accordance  with  their respective terms, except to the extent that its
     enforceability  is  limited  by application of general principles of equity
     and  by bankruptcy, insolvency, moratorium, debtor relief, and similar laws
     of  general  application  affecting  enforcement  of  creditors' rights and
     debtor  obligations.

     2.3     Noncontravention.  Except as set forth on Schedule 2.3, neither the
             ----------------                          ------------
execution  and  delivery  of  this  Agreement  or any Related Agreement, nor the
consummation of the transaction contemplated hereby or thereby, will (a) violate
any  decree  or  judgment  of  any  court or governmental authority which may be
applicable to the Company or Seller; (b) to the Knowledge of Seller, violate any
law,  rule  or  regulation  applicable  to Seller or the Company or its business
operations  as conducted on the Effective Date; (c) violate or conflict with, or
result  in  a  breach  of,  or  constitute a default (or an event which, with or
without  notice  or lapse of time or both,


<PAGE>
would  constitute  a default) under, or permit cancellation of, or result in the
creation  of  any encumbrance upon any of the assets of the Company under any of
the  terms,  conditions,  or  provisions of, any material contract, lease, sales
order,  purchase  order, indenture, mortgage, note, bond, instrument, license or
other  agreement  to which the Company or the Seller is a party, or by which the
Company  or  its  assets  or Seller is bound; (d) permit the acceleration of the
maturity  of  any  indebtedness of the Company; (e) violate or conflict with any
provision  of  the  articles  of  incorporation or bylaws of the Company; or (f)
subject  to  the  governmental filings and other matters referred to in Schedule
                                                                        --------
2.3  and  Section  4.4,  require  the  consent, approval or authorization of any
---       ------------
Person  or  Governmental  Authority.

     2.4     Title  to  Stock.  Seller  is  the  unconditional  sole  legal,
             ----------------
beneficial,  record and equitable owner of the Shares, free and clear of any and
all  Liens, and that there are no voting restrictions on the Shares.  Seller has
not granted and is not a party to any agreement granting rights of first refusal
or any similar or comparable rights with respect to the Shares.  At the Closing,
Seller  will  convey to Buyer valid and marketable title to the Shares, free and
clear  of  any  and  all Liens, except for Liens contemplated by this Agreement.

     2.5     Capitalization of the Company.  The authorized capital stock of the
             -----------------------------
Company  consists of one hundred thousand (100,000) shares of common stock, $.01
par  value per share, of which eight hundred (800) shares are validly issued and
outstanding.  All  such  outstanding  shares of capital stock of the Company are
fully  paid  and  non-assessable.  Seller owns of record and beneficially all of
the  issued and outstanding shares of capital stock of the Company.  The Company
has  no  other capital stock authorized for issuance and has no treasury shares.
There  are  no  outstanding options, warrants, convertible instruments, or other
rights,  agreements,  or  commitments  to  issue or acquire any shares of common
stock  of  the  Company  or  any  other security constituting, or convertible or
exchangeable  into,  capital  stock of the Company.  The Company has not granted
and  is not a party to any agreement granting preemptive rights, rights of first
refusal,  or  registration  rights with respect to its outstanding or authorized
capital  stock  or  any capital stock of the Company to be issued in the future.

     2.6     Subsidiaries/Investments.  The Company has no subsidiaries, whether
             ------------------------
direct or indirect.  Other than the equity investments to be reinvested pursuant
to  Section  4.9,  the Company has no equity interest or investment in, and does
    ------------
not  possess  any  other  right  or  obligation  to purchase any equity or other
investment in, and is not a partner of or joint venturer with, any other Person.

     2.7     Compliance  with  Applicable  Laws;  Licenses.  Except as listed on
             ---------------------------------------------
Schedule  2.7,  the  Company  has  the  lawful  authority  and  all governmental
-------------
authorizations,  certificates of authority, licenses or permits necessary for or
required  to conduct its business operations as presently conducted as a Prepaid
Limited  Health  Service  Organization  under  the  laws of the State of Florida
(collectively,  the  "Company Permits").  Schedule 2.7(A) lists all the material
                      ---------------     ---------------
Company  Permits.  As of the date of this Agreement, there are no pending or, to
the Knowledge of Seller, threatened legal, administrative, arbitration, or other
proceedings  of  any  kind  nor  any  pending  or,  to  the Knowledge of Seller,
threatened governmental investigations by any federal, state or local government
or  any  subdivision  thereof or by any public or private group, with respect to
revocation,  cancellation,  suspension  or  nonrenewal of any Company Permit, or
which  assert  or  allege  any  violation  of,  or  non-compliance  with,  any
governmental requirements or


<PAGE>
which  would have the effect of materially limiting, prohibiting or changing the
business  operations  of the Company as presently conducted. Except as listed on
Schedule  2.7,  to  the  Knowledge  of Seller, the Company has made all material
-------------
filings  with  governmental  agencies  required  for the conduct of its business
operations  as  such  are presently conducted. Except as listed on Schedule 2.7,
                                                                   ------------
the  Company  currently  satisfies all requirements under the regulations of the
Florida  Department  of  Insurance for its operation as a Prepaid Limited Health
Services  Organization  including, without limitation, all capital requirements,
except  where  the  Company's  failure  to  satisfy  any  requirement would not,
individually or in the aggregate, have a Material Adverse Effect on the Company.
There  are  no  judgments,  consent  decrees,  or  injunctions  of  any  court,
governmental  department,  commission,  agency  or  instrumentality by which the
Company  is bound or to which the Company is subject. The Company is not subject
to  and  has  not  received  any request for information, notice, demand letter,
administrative  inquiry  or  formal  or  informal  complaint  or  claim from any
Government  Authority.  Except  as  listed  on Schedule 2.7, to the Knowledge of
                                               ------------
Seller,  the Company's business operations as presently conducted do not violate
or  fail to comply in any material respect with any applicable federal, state or
local  codes,  laws,  rules or regulations, and the Company has not received any
notices  alleging  any  such  violation  or  non-compliance.

     2.8     Financial  Statements.  On  or prior to the date hereof, the Seller
             ---------------------
has  delivered  to  Buyer  true,  correct  and  complete  copies  of (1) audited
financial  statements  of  the Company as of December 31, 2001, consisting of an
audited  balance  sheet  at  such  date,  and  the related audited statements of
income, retained earnings, and cash flows for the applicable twelve-month period
then  ended  and  notes  thereto  and  (2) unaudited financial statements of the
Company as of February 28, 2002 (the "Company Balance Sheet Date") consisting of
                                      --------------------------
an  unaudited  balance  sheet  of the Company at such date (the "Company Balance
                                                                 ---------------
Sheet")  and  the  related  statements  of  income  for the applicable month and
-----
year-to-date  period  then  ended.  Complete  and  accurate  copies  of all such
financial  statements  (the "Company Financial Statements") are included as part
                             ----------------------------
of  Schedule  2.8.  Except  as separately reflected in Schedule 2.8, the Company
    -------------                                      ------------
Financial  Statements  present  fairly  in  all  material respects the financial
position  of  the  Company  and  the  results  of  the  operations,  changes  in
shareholders'  equity  and cash flows of the Company, as of the respective dates
thereof  and  for  the respective periods covered thereby.  Except as separately
reflected  in  Schedule 2.8, the Company Financial Statements have been prepared
               ------------
in accordance with GAAP in all material respects (subject to, in the case of the
February  28,  2002  financial  statements,  normal  year-end  adjustments,  the
preparation  of  footnotes,  and  inclusion by the Company of the Stay Bonuses).
Except  as  set  forth  in  the  Company  Balance  Sheet included in the Company
Financial  Statements  and  the  Stay  Bonuses,  and  except  as also separately
reflected  in  Schedule 2.8, as of the Company Balance Sheet Date, there were no
               ------------
liabilities, debts, claims or obligations, whether accrued, absolute, contingent
or otherwise, whether due or to become due, which are required by GAAP to be set
forth in a balance sheet of the Company, which have not been so set forth in the
Company  Balance  Sheet.  No  dividends  or  distributions  with  respect to the
capital stock of the Company had been declared but not paid prior to the Company
Balance  Sheet  Date.  The  Company  Financial Statements were prepared from the
books  and  records  of  the  Company.  At  the  Company Balance Sheet Date, the
Company  owned  each  of  the  assets  reflected  on  the Company Balance Sheet.


<PAGE>
     2.9     No  Material  Adverse Change.  Since February 28, 2002, the Company
             ----------------------------
has  conducted  its  business in the ordinary course and, except as disclosed on
Schedule  2.9,  the  Company  has  not:
-------------

          (a)     suffered  any  Material  Adverse  Effect;

          (b)     suffered  any  loss  or  damage  (whether  or  not  covered by
     insurance)  to any of the assets of the Company that affects or impairs the
     ability  of the Company to conduct its business as previously conducted, in
     excess  of  $50,000  in  the  aggregate;

          (c)     agreed  to  the  attaching,  placing  or  granting  of, or the
     agreement  to  attach,  place  or  grant,  any  encumbrance on any material
     portion  of  the  assets  of  the  Company;

          (d)     sold  or  transferred assets of the Company worth in excess of
     $20,000  in the aggregate, excluding the disposition of damaged or obsolete
     equipment  in  the  ordinary  course  of  business;

          (e)     made  any  material change in the accounting systems, policies
     or  practices  of  the  Company;

          (f)     entered  into  or  terminated  any  contract  or  any  other
     commitment,  contract,  agreement,  or  transaction  (including,  without
     limitation,  any material borrowing or capital expenditure or sale or other
     disposition  of  any  material assets) by the Company, in excess of $20,000
     outside  the  ordinary  course  of  the  Company's  business;

          (g)     authorized any redemption, repurchase, or other acquisition by
     the  Company  of,  or redeemed, repurchased or acquired, any of its capital
     stock;

          (h)     authorized  any issuance of or issued any capital stock of the
     Company  or  securities  convertible  into  or  rights  to acquire any such
     capital  stock;

          (i)     authorized any dividend or distribution declared, or set aside
     or  paid  any  distribution  or  dividend  on capital stock of the Company;

          (j)     agreed  to  any  transfer of any right or granted any right of
     the  Company  under or in any lease, license, agreement, patent, trademark,
     trade  name,  service  mark  or  copyright;

          (k)     entered  into  any mortgage, pledge, or imposition of any lien
     or other encumbrance on any asset of the Company, or any agreement relating
     to  or  contemplating  any  of  the foregoing not in the ordinary and usual
     course  of  business;

          (l)     suffered  any default or breach by the Company in any material
     respect  under  any  contract,  license,  or permit that is material to the
     Company's  business;

          (m)     authorized  any  material  change  to  (i)  increase  employee
     compensation  levels,  (ii)  change  the  manner  in which employees of the
     Company  are  compensated, (iii)


<PAGE>
     increase  supplemental benefits provided to any employees, or (iv) paid any
     bonuses  to  employees or officers, except as reflected on Schedule 2.9; or
                                                                ------------

          (n)     made any agreements or commitments by the Company to do any of
     the  foregoing.

     2.10     No  Undisclosed  Liabilities.  True  and  correct  copies  of  all
              ----------------------------
notes,  agreements  or other documents evidencing outstanding liabilities of the
Company  (as such term is defined pursuant to GAAP), as amended to and in effect
on  the date of this Agreement, have been delivered to Buyer by the Company. The
Company  has  no  indebtedness  or  other  liabilities  which are not adequately
disclosed  or reflected or reserved against on the Company Balance Sheet, except
liabilities incurred since the Company Balance Sheet Date in the ordinary course
of business consistent with past practice which, in the aggregate would not have
a Material Adverse Effect, and except for liabilities disclosed in Schedule 2.8.
                                                                   ------------
Schedule 2.10 sets forth each liability of the Company in an amount in excess of
-------------
$25,000 and each person to whom the aggregate amount of liabilities owed to such
person  by  the  Company  exceeds  $25,000,  each  as  of  March  31,  2002.

     2.11     Title  to  and  Condition of Properties.  The Company has good and
              ---------------------------------------
marketable  title,  or  valid,  effective and continuing leasehold rights in the
case  of  leased property, to all of the assets reflected on the Company Balance
Sheet  and  all  personal  property  owned  or leased by it or used by it in the
conduct  of  its  business  in  such  a  manner  as  to create the appearance or
reasonable expectation that the same is owned or leased by it, free and clear of
all  Liens  other than Permitted Liens.  To the Knowledge of Seller, there is no
potential action or assertion of rights by any party, governmental or other, and
no  proceedings with respect thereto have been instituted of which Seller or the
Company  has  notice,  that would materially and adversely affect the ability of
the Company to utilize each of such assets in its business which are material to
such  business.  The  Company  has  not received any notices of default or other
violations  from  any  landlord or lessor regarding any properties leased by the
Company.  The  assets  now owned by the Company constitute all assets reasonably
necessary  to  permit the business and operations of the Company to be conducted
on substantially the same terms as such business has been conducted historically
and  is  being  conducted  on  the  date of this Agreement.  To the Knowledge of
Seller, none of the assets owned, leased or used by the Company in the operation
of  its  business  violates  or fails to comply in any material respect with any
applicable  federal, state or local health, fire, environmental, safety, zoning,
building  or  other  codes,  laws,  rules or regulations and the Company has not
received  any  notice  of  an  alleged  violation  thereof.

     2.12     Litigation.  Except  as  set  forth  in  Schedule  2.12,  no
              ----------                               --------------
investigation  or  review  by  any  Governmental  Authority  with respect to the
Company  is  pending  or,  to  the  Knowledge of Seller, threatened, nor has any
Governmental  Authority  indicated  to  the  Company an intention to conduct the
same;  and  there  is  no  action, suit, or administrative, arbitration or other
proceeding  (including  proceedings  concerning  labor disputes or grievances or
union recognition) pending or, to the Knowledge of Seller, threatened against or
affecting  the  Company  to  which  the Company is a party, at law or in equity,
before  any federal, state, or municipal court or other governmental department,
commission,  board, bureau, agency, or instrumentality.  As of the Closing Date,
the  Company is not now, and has not been, a party to any agreement, injunction,
order  or  decree  restricting  the  method  or  geographic area under which the
Company  may conduct business


<PAGE>
operations or the marketing of any of its products or services or the product or
services  it  may  sell.

     2.13     Real  Property  Leases.  Schedule  2.13  lists  all leases of real
              ----------------------   --------------
property to which the Company is a party (the "Real Property Leases").  Accurate
                                               --------------------
and  complete copies of the Real Property Leases, as amended to the date of this
Agreement,  have  been delivered to Buyer.  Seller is not aware, and the Company
has  not  received  any  notices,  that the land, buildings, facilities or other
structures  and  improvements  subject  to  the  Real Property Leases are not in
compliance  with  any  applicable  zoning,  environmental  or  health  laws  and
regulations  or  any  other  similar law, statute, regulation or ordinance.  The
Company is in peaceful and undisturbed possession of the property subject to the
Real  Property  Leases.  To  the  Knowledge  of  Seller,  all covenants or other
restrictions  (if  any)  to which any of the real property leased to the Company
pursuant  to  the  Real Property Leases are subject are being properly performed
and  observed  in  all material respects by the Company, and the Company has not
received  any  notice  of violation (or claimed violation) thereof which has not
been  resolved.  There  is no pending proceeding or governmental action, and the
Company  has  not  received  notice of any threatened proceeding or governmental
action,  to  condemn  or  take by the power of eminent domain (or to purchase in
lieu  thereof)  all  or  any  part  of the property subject to the Real Property
Leases.  The  Company  does  not  own  any  real  property.

     2.14     Intellectual  Property.  Schedule 2.14 is an accurate and complete
              ----------------------   -------------
list  of  all  copyrights,  patents,  trade  names, trademarks, service marks or
patents  that  the Company uses in its business operations.  Except as disclosed
on  Schedule  2.14,  the Company has no United States or foreign patents, patent
    --------------
applications,  patent  licenses,  trademarks  or service mark registrations (and
applications  therefor),  and has no copyrights and copyright registrations (and
applications  therefor)  which  are owned or licensed for use by the Company and
utilized  by  the Company in the business operations of the Company as presently
conducted.  There  is  no adverse claim of infringement against the Company, nor
to  the Knowledge of Seller, any threatened litigation or claim of infringement.
To  the  Knowledge  of  Seller,  the  Company  does not utilize any intellectual
property  or proprietary trade secret information which infringes any trademark,
trade  name,  service  mark, copyright or patent of another, and the Company has
not received any notice contesting its right to use any trade name, intellectual
property  or  proprietary  trade secret information now used by it in connection
with  its  business  operations.  The  Company  has not granted any license to a
third  party  in  respect  of  any  of its intellectual property or confidential
proprietary  information.

     2.15     Contracts.
              ---------

          (a)     Contracts.  Schedule  2.15  is an accurate list of all written
                  ----------  --------------
     Contracts  (other than contracts described in Sections 2.15(b)-(j)) and, to
                                                   --------------------
     Seller's  Knowledge, all oral Contracts of the following types to which the
     Company  is  a  party  or  by  which  it  is  bound:

               (i)     any  contract which is  not  terminable  upon thirty (30)
          days  or  less notice or which obligates the Company to the payment of
          more  than  $10,000  during  any  12  month period, including, without
          limitation,  loan  agreements;


<PAGE>
               (ii)     any  contract  for  the maintenance, purchase or sale of
          equipment  or  capital assets having a contractual liability in excess
          of  $10,000  during  any  12  month  period;

               (iii)     any  power of attorney (other than routine powers given
          to  governmental  officials  authorizing  service  of  process);

               (iv)     any  lease  of personal property which is not terminable
          upon  thirty  (30) days or less notice or which has annual contractual
          liability  in  excess  of  $20,000;

               (v)     any  guaranty,  suretyship  agreement  or other agreement
          relating to any contingent liability or indebtedness of a third party;

               (vi)     any  contract with an independent agent or broker acting
          on  behalf  of  the  Company  who  is  among  the  Company's  ten most
          productive  independent  agents  or  brokers,  as measured by revenues
          generated  by  the Company with respect to such agent or broker in the
          2001  calendar  year;

               (vii)     any contract with an independent consultant (other than
          a  broker  or  agent  acting  on  behalf  of  the  Company);

               (viii)     any  contract  involving any restrictions with respect
          to the geographical area or operations or scope or type of business of
          the  Company;

               (ix)     any  stop  loss  insurance policy issued by the Company;
          and

               (x)     any  contract between the Company and Seller or any other
          affiliates of the Company including, without limitation, affiliates of
          Seller.

          (b)     Dentist  Contracts.  Schedule 2.15 includes (i) copies of
                  ------------------   -------------
     representative  forms  of  all dentist and other dental provider agreements
     (the  "Dentist  Contracts")  to which the Company is a party (ii) copies of
            ------------------
     any  Dentist  Contracts  between the Company and Seller or any affiliate of
     Seller,  and  (iii)  lists  all dentist and other dental providers by name,
     address,  telephone  number  and dentist or provider number, as applicable,
     with  whom  the  Company  has  contracted.

          (c)     Other Health Care Provider Contracts.  Schedule  2.15 includes
                  ------------------------------------   --------------
     copies  of  all  contracts with all other health care providers (other than
     the  Dentist  Contracts) with whom the Company has contracted and lists the
     other  health  providers  by  name  and  address.

          (d)     HMO  Contracts.  Schedule  2.15  includes  copies  of  all the
                  --------------   --------------
     contracts  between  the  Company and any HMO for which the Company provides
     dental  plan benefits to such HMO's members (the "HMO Contracts") and lists
                                                       -------------
     all HMO Contracts to which the Company is a party, the name of the HMO, the
     capitation  rates, and number of participants under each HMO Contract as of
     March  31,  2002.


<PAGE>
          (e)     Group  Contracts.  Schedule  2.15  lists  all  employer  group
                  ----------------   --------------
     agreements  with  200 or more employees/subscribers (the "Group Contracts")
                                                               ---------------
     to which the Company is a party and also lists the premium rates and number
     of  employees/subscribers  under each respective Group Contract as of March
     31, 2002. Schedule 2.15 contains copies of the five largest Group Contracts
               -------------
     as  of  the  date  of  this Agreement, based on actual revenue in the first
     quarter  of  the  2002  calendar  year.

          (f)     Individual  Member  Contracts.  Schedule  2.15  lists  all the
                  -----------------------------   --------------
     individual participants under all individual member agreements ("Individual
                                                                      ----------
     Contracts") to which the Company is a party as of March 31, 2002, lists the
     ---------
     premium  rate for each such participant under the Individual Contracts, and
     includes  a  representative  copy  of  each  Individual  Contract.

          (g)     Management  Contracts.  Schedule  2.15  lists  all management,
                  ---------------------   --------------
     marketing, administrative services and third-party administrative contracts
     to  which the Company is a party and includes copies of all such contracts.

          (h)     ASO Contracts.  Schedule 2.15 lists all the contracts by which
                  -------------   -------------
     the  Company  provides  administrative services only to such clients of the
     Company  and  includes  copies  of  all  such  contracts.

          (i)     Commission  Agreements.  Schedule 2.15 lists all the contracts
                  ----------------------   -------------
     with  other  entities  to  which  the  Company  is a party and by which the
     Company  receives  a  commission  or  fee  and  includes copies of all such
     contracts.

          (j)     Broker  Agreements.  Schedule  2.15  includes  copies  of
                  ------------------   --------------
     representative forms of all broker or agent agreements to which the Company
     is  a  party  and  a  copy  of the document describing the arrangement with
     respect to the Pinellas County contract between the broker and the Company.
     Schedule  2.15 also lists, as of March 31, 2002, all brokers or agents with
     --------------
     whom  the Company has contracted, the commission rate of each broker, agent
     or agency, and the commission paid to each such broker or agent in the 2001
     calendar  year.

          (k)     Copies/Status  of  Material  Contracts.  True,  complete  and
                  --------------------------------------
     correct  copies  of  all  contracts  (or  forms of contract) listed but not
     included  as  a  part  of  Schedule 2.15 have been made available to Buyer.
                                -------------
     Except  to  the  extent  disclosed on Schedule 2.15, as of the date of this
                                           -------------
     Agreement,  (i)  to  Seller's  Knowledge,  all  of  the contracts listed on
     Schedule 2.15 are in full force and effect, (ii) to Seller's Knowledge, the
     -------------
     Company  has  not  received  any notice of cancellation with respect to any
     such  contract  or  been  advised  that  the other party thereto intends to
     cancel  any  such  agreement,  (iii)  to  Seller's  Knowledge, there are no
     outstanding  disputes  under  any  of  such  contracts,  (iv)  to  Seller's
     Knowledge, each such contract is with an unrelated third party entered into
     on an arms-length basis in the ordinary course of business, (v) to Seller's
     Knowledge,  there  are  no  defaults  under  any of such contracts, (vi) to
     Seller's  Knowledge, there are no verbal amendments, modifications or other
     understandings  relating to such contracts which are legally binding on the
     parties  thereto,  and  (vii)  to  Seller's  Knowledge,  the Company has no
     obligation  that  has accrued


<PAGE>
     to  refund all or any portion of the fees that have been paid under any HMO
     Contract,  Group  Contract,  or  Individual  Contract.

     2.16     Employees.  Schedule  2.16  hereto  lists in accurate and complete
              ---------   --------------
detail,  in  all material respects, all employees of the Company as of March 31,
2002,  their  job  titles,  annual  rates  of compensation, accrued vacation and
personal  days  as  of  the  most  recent  regular  payroll  date of the Company
immediately  preceding  March  31,  2002,  other  fringe  benefits,  if  any,  a
description  of any severance arrangements, if any, and the amounts payable with
respect to such accrued vacation and personal days as of the most recent payroll
date  of  the Company immediately preceding March 31, 2002 and the rate at which
such  vacation  and  personal days will accrue after the date of this Agreement.
Except  as  shown  on  Schedule  2.16,  the  Company is not bound by any written
                       --------------
contract  of  employment  with  any  of  its  employees  and all oral employment
contracts  are  terminable  at  will,  subject  to  applicable  law,  or  by any
consulting  or  similar  agreements.  Schedule  2.16 includes a copy of all such
                                      --------------
employment contracts.  Except as set forth in Schedule 2.16 or Schedule 4.3, the
                                              -------------    ------------
Company  is not a party to any employment or other agreement, whether written or
oral,  pursuant  to which the Company has agreed to make a loan to, or guarantee
any  loan  of,  any  employee  or  relating to any bonus, deferred compensation,
severance  pay or similar plan, agreement, arrangement or understanding.  Except
as listed on Schedule 2.16 or Schedule 2.17, the Company has no Welfare Plan (as
             -------------    -------------
defined  in  Section 3(1) of ERISA), no Pension Plan (as defined in Section 3(2)
of ERISA), nor any other type of pension, profit sharing, deferred compensation,
retirement,  stock  option,  bonus,  severance, medical, dental, life insurance,
accident,  or  other  employee  benefit  or  compensation  plan,  agreement,
arrangement,  practice  or  policy  with  respect to employees.  The Company has
complied in all material respects with all requirements of Sections 6001 through
6008  of  ERISA  and  Section  4980B  of the Code with respect to itself and its
employees.  The  Company  is  not  bound,  and following the Closing will not be
bound, by any express or implied contract or agreement to employ, directly or as
a  consultant  or otherwise, any person for any specific period of time or until
any  specific  age  except  as specified in the written agreements identified in
Schedule  2.16.
--------------

     2.17     Employee  Benefit  Plans.  Except  as  disclosed in Schedule 2.17:
              ------------------------                            -------------

          (a)     The Company does not maintain or contribute to, and has not in
     the  past  maintained  or contributed to, any Pension Plan or Welfare Plan,
     nor is the Company presently, or has it ever been, a participating employer
     in  any  Multiemployer  Plan  (as defined in ERISA Section 3(37) or Section
     414(f)  of  the  Code).

          (b)     With respect to each Pension Plan and each Welfare Plan listed
     on  Schedule  2.17, to Seller's Knowledge: (i) there is no fact, including,
         --------------
     without limitation, any reportable event, that exists that would constitute
     grounds  for termination of such plan by the PBGC or for the appointment by
     the  appropriate  United  States  District Court of a trustee to administer
     such  plan, in each case as contemplated by ERISA; (ii) neither the Company
     nor  any  fiduciary,  trustee, or administrator of any such Pension Plan or
     Welfare  Plan,  has  engaged in a prohibited transaction that would subject
     the Company to any material tax or any material penalty imposed by ERISA or
     the  Code; (iii) the Company has not incurred any material liability to the
     PBGC (other than for payment of premiums); (iv) the Company has contributed
     all  amounts  it  is  required to contribute under the terms of the plan in
     question and applicable law, and there is no accumulated


<PAGE>
     funding deficiency with respect to any Pension Plan, whether or not waived,
     other than routine, non-contested claims for benefits. There is not pending
     or,  to the Knowledge of Seller, threatened any claim by or on behalf of or
     against  any  Pension  Plan  or  Welfare  Plan,  by  any employee or former
     employee  covered  or  previously covered under any Pension Plan or Welfare
     Plan,  or  otherwise  involving  any  Pension  Plan  or  Welfare  Plan.

          (c)     There  has  been no termination of any Pension Plan or Welfare
     Plan  by  the  Company  during  the five-year period prior to the Effective
     Date.

          (d)     No  material  liability  has  been  incurred under Title IV of
     ERISA by the Company with respect to any Pension Plan maintained by a trade
     or  business  (whether  or  not incorporated) which is under common control
     with,  or  part  of  a  controlled  group of corporations with, the Company
     within  the  meaning  of  Sections  414(b)  or  (c)  of  the  Code.

          (e)     No Welfare Plan listed on Schedule 2.17 is funded with a trust
                                            -------------
     or  other  funding  vehicle,  other  than  insurance  policies.

          (f)     Each  Welfare  Plan,  Pension  Plan,  and  any  other  type of
     pension,  profit  sharing, deferred compensation, retirement, stock option,
     bonus,  severance,  medical,  dental,  life  insurance,  accident, or other
     employee benefit or compensation plan, agreement, arrangement, practice, or
     policy  with  respect  to  employees maintained by or contributed to by the
     Company  is  maintained,  administered, and operated in accordance with all
     applicable  laws,  including  but  not  limited to, ERISA and the Code. All
     governmental  reports  and  returns  (including, but not limited to, annual
     IRS/DOL  5500-series  information  returns/reports) required to be filed in
     connection  with each Welfare Plan and Pension Plan have been timely filed,
     and  were  true  and  complete  when  filed.

          (g)     Each Pension Plan listed on Schedule 2.17 which is intended to
                                              -------------
     be  qualified  under  Section  401(a) of the Code, has received a favorable
     determination letter from the IRS as to the qualification under the Code of
     each such Pension Plan as amended to comply with the Tax Reform Act of 1986
     and all applicable subsequent legislation, and, to the Knowledge of Seller,
     no event has occurred since the date of such favorable determination letter
     that  would  adversely affect such qualification. No Pension Plan is or has
     at  any  time  subject  to  ERISA  Section  302  or  Code  Section  412.

          (h)     Except as disclosed on Schedule 2.17, no bonus, severance pay,
                                         -------------
     or  any other employee benefit under any Welfare Plan, Pension Plan, or any
     other  type  of pension, profit sharing, deferred compensation, retirement,
     stock  option,  bonus, severance, or other employee benefit or compensation
     plan, agreement, arrangement, practice, or policy with respect to employees
     maintained by or contributed to by the Company is payable or exercisable as
     a  result  of  the  transaction  contemplated  by  this  Agreement, and the
     payment, exercise, or vesting of any such bonus, severance pay, or employee
     benefit  will not be accelerated or otherwise enhanced by such transaction.

          (i)     Seller has delivered or made available to Buyer true, correct,
     and  complete  copies of all of the following items with respect to any and
     all  Welfare Plan or Pension


<PAGE>
     Plan:  (i)  the  current  plan  document,  including  any  and  all current
     amendments  thereto;  (ii)  the  current  trust  agreement, and all current
     amendments  thereto,  and  all other current agreements between the Company
     and the trustee or any other plan fiduciary; (iii) the current Summary Plan
     Description  and  all  Summaries  of  Material  Modifications; (iv) written
     summaries  of any and all unwritten agreements, policies, or understandings
     between  the  Company  and any employee or group of employees (including an
     indeterminate  group  of employees, and all employees generally) concerning
     any  Company  Plan,  whether  or  not  the  Company  considers such written
     agreements,  policies,  or  understandings  to  be  binding  on it; (v) all
     individual  or  group  insurance  or annuity contracts, including any "stop
     loss,"  "excess  loss,"  or  similar insurance contract currently in force;
     (vi)  all  agreements  with  HMOs,  PPOs,  or other providers of healthcare
     services  currently in force; (vii) all agreements with all persons for the
     provision  of  administrative,  record  keeping, claims handling or review,
     consulting,  and/or  investment management services currently in force; the
     last  filed  IRS/DOL  5500-series  form  currently  in  force.

          (j)     All required contributions to all Welfare Plan or Pension Plan
     and all premiums, fees, or other payments required to be made in connection
     with  any  Plan have either been timely made or are reflected on an accrual
     basis  in the Company Balance Sheet, whether or not presented on an accrual
     basis.

          (k)     No  Welfare  Plan  provides  benefits  to  any  employee after
     termination of employment, or to a director or independent contractor after
     he  or  she ceases to be a director or to perform services for the Company,
     except  on a basis that will at all times require that the former employee,
     director,  or  independent  contractor pay and bear all costs of his or her
     coverage.

          (l)     No  Plan  is  currently  under  audit  by  the IRS or the U.S.
     Department  of  Labor ("DOL"), nor to the best of Seller's Knowledge is any
                             ---
     Plan  likely  to  become the subject of an IRS or DOL audit within the next
     twelve  months.

          (m)     No  Plan holds any "employer securities" within the meaning of
     ERISA 407(d)(1) or any "employer real property" within the meaning of ERISA
     407(d)(2).  Except to the extent that any Pension Plan is an "ERISA Section
     404(c)  Plan" within the meaning of 29 C.F.R. 2550.404c-1(b)(1), no Pension
     Plan  has  any  investment  that:

               (i)     Except in the case of any contract issued by an insurance
          company,  is  not  publicly  traded;

               (ii)    In  the  case  of  any  contract  issued  by an insurance
          company,  is  not  issued  by a carrier rated AAA by Standard & Poor's
          Corporation or the equivalent by another nationally recognized agency.

          (n)     None of the transactions contemplated by, or incident to, this
     Agreement,  or any combination of any such transactions, including all such
     transactions, will result in any cancellation or loss of, or a reduction in
     coverage  under,  any insurance policy


<PAGE>
     including  any  "stop  loss"  or  "excess  loss"  policy, any obligation to
     provide  conversion coverage, or any HMO, PPO, or other healthcare contract
     in  connection  with  any  Welfare  Plan.

          (o)     Except  as  listed  on  Schedule  2.17,  the  Company does not
                                          --------------
     receive  significant  services  from leased employees within the meaning of
     Section  414(n)(2) of the Code or from independent contractors who work, on
     average,  more  than  ten  hours per week for the Company, or who as of the
     date  of  this  Agreement  have  worked  for  the Company for more than six
     months,  except  for health care providers that contracted with the Company
     to  provide  services  to  employees  of  its  customers.

     True,  correct  and  complete  copies of each Pension Plan and Welfare Plan
listed  on  Schedule  2.17  as  amended to and in effect on the date hereof; any
            --------------
agreements  entered  into  in connection with each such Pension Plan and Welfare
Plan;  the  most  recent  annual report filed with the IRS for each such Pension
Plan  and  Welfare Plan; the most recent actuarial report, if any, for each such
Pension  Plan  and  Welfare  Plan;  the  most  recent  summary plan description,
together  with  each  summary  of  material  modifications;  and  any  other
communication  generally  disseminated  to  employees or former employees of the
Company  describing  benefits  provided under each such Pension Plan and Welfare
Plan,  have  been  delivered  or  made  available  to  Buyer.

     2.18     Receivables.  All  accounts receivable, notes receivable and other
              -----------
receivables  (the "Receivables") of the Company, whether or not reflected in the
                   -----------
Company  Balance  Sheet,  arise  out  of  transactions in the ordinary course of
business.  Aged  accounts receivable reports of the Company dated as of February
28,  2002 and March 31, 2002 are attached as Schedule 2.18.  Except as reflected
                                             -------------
in the aged accounts receivable report and to the extent of the accrued reserve,
to  the Knowledge of Seller, none of such accounts receivable have been disputed
or  denied  or  is  uncollectible  for  any reasons or subject to any legitimate
offsets  of  any  kind.

     2.19     Accounts  Payable.  The  accounts  payable  and  accrued  expenses
              -----------------
reflected  on the Company Balance Sheet, except for the payments contemplated by
Section  4.3(a)(vi), and those reflected on the books of the Company at the time
--------------------
of the Closing will reflect, all material amounts owed by the Company in respect
of  trade  accounts  due and other payables required by GAAP to be identified on
such  Company  Balance Sheet or in the books of the Company.  No account payable
or  accrued  expenses  of the Company is past due or otherwise in default in any
material  respect  by  the  Company.

     2.20     Broker's  and Finder's Fees.  No agent, broker, employee, officer,
              ---------------------------
stockholder  or  other  person  or  entity  acting  on  behalf  of, or under the
authority  of, the Company or Seller is or will be entitled to any commission or
broker's  or finder's fee from any of the parties hereto in connection with this
Agreement  or  any  of  the  transactions  contemplated  hereby.

     2.21     Labor  Practices.  The  Company  has  no  collective bargaining or
              ----------------
other  labor  union  agreements.  There  is  no  unfair labor practice complaint
against  the Company pending before the National Labor Relations Board, there is
no  pending  or, to Seller's Knowledge, threatened labor dispute, strike or work
stoppage affecting the Company's business, nor has there been any of the same or
any labor union organizing activity relating to the Company employees within the
last  three  (3)  years.


<PAGE>
     2.22     Insurance.  Schedule  2.22  lists  all  insurance  policies  and
              ---------   --------------
coverages maintained by or for the Company including but not limited to real and
personal  property  insurance,  comprehensive  liability  insurance,  automobile
liability  insurance,  workers'  compensation  insurance,  stop  loss insurance,
medical  malpractice  insurance  and professional liability insurance.  Schedule
                                                                        --------
2.22  lists all insurance claims submitted in connection with property damage or
----
in  connection  with  liability,  medical  or  professional  malpractice  claims
involving  the  Company  or  any  of  its  employees  since  January  1,  2000.

     2.23     Environmental  Matters.  The  Company  has not received any notice
              ----------------------
from any governmental authority or private person or entity advising it that the
Company,  its  assets,  any  real  property it occupies or leases (or will lease
pursuant  to  the  Lease Agreement) or its business operations is or has been in
violation  of  any  environmental  law or any applicable environmental permit or
that  the Company is responsible (or potentially responsible) for the cleanup of
any pollutants, contaminants, hazardous or toxic wastes, substances or materials
at, on or beneath the property subject to the Real Property Leases or otherwise.
The Company is not the subject of federal, state, local or private litigation or
proceedings  involving  a  demand  for damages or other potential liability with
respect  to  violations  of  environmental  laws.

     2.24     Taxes.
              -----

          (a)     Except  as listed on Schedule 2.24, all material Tax Returns
                                       -------------
     required  to be filed by or with respect to the Company through the Closing
     Date have been or will be accurately prepared in all material respects, and
     have been or will be duly and timely filed, and all Taxes shown on such Tax
     Returns  have  been  or  will  be timely paid, or to the extent not due and
     payable  as of the Closing Date, adequate provision for the payment thereof
     has  been  or  will  be  made  on  the financial statements or the books of
     account  of  the  Company.

          (b)     With  respect  to  each  taxable  period of the Company ending
     prior  to  the  date  of  this  Agreement, such taxable period (i) has been
     audited  by  the  IRS  or  other  taxing authority, and such audit has been
     completed  without  the  issuance  of  any  notice of deficiency or similar
     notice  of  additional liability, (ii) has not been audited or investigated
     by  the  IRS  or other taxing authority, or (iii) the time for assessing or
     collecting  income  tax with respect to each such taxable period has closed
     and  such  taxable period is not subject to review by the IRS or such other
     taxing  authority.  The  Company has not granted or been requested to grant
     waivers  of  any  statute of limitations applicable to any claim for Taxes.

          (c)     The  Company is not and has not been a member of an affiliated
     group (as defined in Section 1504(a) of the Code) or filed or been included
     in  a  combined,  consolidated or unitary income tax return. The Company is
     not  a  party  to  any  Tax  sharing  agreement.

          (d)     The  Company  is not obligated to make, and as a result of any
     event  connected with the transactions contemplated by this Agreement, will
     not  become  obligated  to  make, any "excess parachute payment" within the
     meaning  of  Section  280G  of  the  Code,  (determined  without  regard to
     subsection  (b)(4)  thereof).


<PAGE>
          (e)     At  no  time  since  its  inception  has  the  Company made an
     election under Section 1362 of the Code to be an "S" Corporation as defined
     in  Section  1361  of  the  Code.

          (f)     Buyer  will  not be required to deduct and withhold any amount
     pursuant  to Section 1445(a) of the Code upon the transfer of the Shares to
     Buyer.

          (g)     Except  as  listed  on  Schedule 2.24, there are no claims for
                                          -------------
     Taxes pending against the Company nor any tax liens (other than for current
     Taxes  not  yet due and payable) upon the assets of the Company, and to the
     Knowledge of the Seller there are no threatened claims for tax deficiencies
     or  any  basis  for  such  claims.

          (h)      Except as listed on Schedule 2.24, the Company has paid or is
                                       -------------
     withholding  all  amounts  in taxes required to be paid or withheld for all
     income,  unemployment,  social  security,  Medicare  or similar Taxes, with
     respect  to wages, salary and other compensation of directors, officers and
     employees  of  the  Company.

          (i)     Seller  has  provided to the Buyer true and complete copies of
     all  federal  and state income tax and franchise tax returns of the Company
     for  all  periods  ending  on  or  after  December  31,  1999.

     2.25     Statutory  Financial  Statements.  The  Annual  Statements  of the
              --------------------------------
Company,  as  filed with the Florida Department of Insurance for the years ended
December  31,  1999,  December 31, 2000 and December 31, 2001 (together with all
exhibits  and schedules thereto, "Company Statutory Financial Statements"), have
                                  --------------------------------------
been  prepared  in  accordance  with  the  accounting  practices  prescribed  or
permitted  by  the  Florida  Department  of  Insurance for purposes of financial
reporting  to  the  Florida  insurance  regulators (the "Company State Statutory
                                                         -----------------------
Accounting  Principles"), and such accounting practices have been applied in all
----------------------
material  respects on a basis consistent with Company State Statutory Accounting
Principles throughout the periods involved, except as expressly set forth in the
notes,  exhibits,  schedules  thereto or Schedule 2.25 and the Company Statutory
                                         -------------
Financial  Statements  present  fairly  in  all  material respects the financial
position  and  the results of operations for the Company as of the dates and for
the  periods  therein  in accordance with the applicable Company State Statutory
Accounting  Principles.  Except  as  set forth in Schedule 2.25, the Company has
                                                  -------------
not  received  any  response,  claim,  question,  notice,  show  cause  order or
objections  from any regulatory body relating to any Company Statutory Financial
Statements  whether  with  respect to the manner in which such were prepared, or
the  financial condition of the Company or otherwise.  The Company has delivered
or  made  available  to  Buyer true and complete copies of the Company Statutory
Financial  Statements.

     2.26     Transactions  With  Affiliates.  Except  as  disclosed on Schedule
              ------------------------------                            --------
2.26,  there  are  no loans, leases, agreements, contracts or other transactions
----
between  the  Company and any present or former stockholder, director or officer
of  the  Company,  or Seller, or any member of such Stockholder's, director's or
officer's  immediate  family,  or  any  entity  controlled  by  any such person.
Schedule  2.26  lists the number of participants under the HMO Contracts and the
--------------
Group  Contracts  that  are  assigned  to  a dental clinic owned by Seller or an
affiliate  of  Seller.  No  shareholder,  director  or officer of the Company or
Seller  nor  any  of their respective spouses or family members owns directly or
indirectly  on  an individual or joint basis any material interest


<PAGE>
in,  or  serves  as an officer or director of, or in any representative or agent
capacity  for,  any competitor, customer, provider or supplier of the Company or
any  organization which has a material contract or arrangement with the Company.

     2.27     Improper Payments.  Except as listed on Schedule 2.27, to Seller's
              -----------------                       -------------
Knowledge, neither the Company, nor any shareholder, director, officer, employee
or  agent  of  the  Company  has  made  any  improper bribes, kickbacks or other
payments  to,  or received any such payments from, customers, vendors, suppliers
or other persons contracting with the Company and has not proposed or offered to
make  or  receive  any  such  payments.

     2.28     Information.  Seller  has  been  given  access  to all information
              -----------
concerning  the  condition,  properties,  operations and prospects of Buyer that
Seller has reasonably requested.  Seller has had an opportunity to ask questions
of,  and  to  receive  information  from  Buyer and persons acting on its behalf
concerning  the  terms and conditions of the SafeGuard Stock and the Convertible
Note.  The  knowledge and experience of Seller in financial matters is such that
he  is  capable  of  evaluating  the  merits  and risks of his investment in the
SafeGuard  Stock  and  the  Convertible  Note.

     2.29     Investment  Purposes.
              --------------------

          (a)     Seller  is  acquiring  the SafeGuard Stock and the Convertible
     Note  solely  for his account for investment and not with a view to, or for
     resale  in  connection  with,  the  distribution  thereof,  except  for any
     distribution  thereof  effected  in  compliance  with  the  Securities Act.

          (b)     Seller  understands:  (i)  that  the purchase of the SafeGuard
     Stock,  and the Convertible Note is a speculative investment which involves
     a  high  degree  of  risk of loss of Seller's investment therein; (ii) that
     there  are  restrictions  on the transferability of the SafeGuard Stock and
     the  Convertible  Note  (and  the  shares  of  Common  Stock  issuable upon
     conversion  of  the Convertible Note, collectively the "Conversion Shares")
                                                             -----------------
     under  the terms of this Agreement and the other agreements contemplated by
     this  Agreement;  and  (iii) that there are restrictions on transfer of all
     such  securities  under the applicable provisions of the Securities Act and
     the  rules  and  regulations of the Securities and Exchange Commission (the
     "SEC") promulgated thereunder and applicable state securities or "blue sky"
      ---
     laws.

          (c)     Seller  has  been  advised and understands that, (i) the offer
     and  sale  of the SafeGuard Stock, the Convertible Note, and the Conversion
     Shares  have  not  been  registered  under  the  Securities  Act;  (ii) the
     SafeGuard  Stock,  the  Convertible Note, and the Conversion Shares must be
     held indefinitely and Seller must continue to bear the economic risk of the
     investment in the SafeGuard Stock, the Convertible Note, and the Conversion
     Shares  unless  the  offer  or sale of the SafeGuard Stock, the Convertible
     Note,  or  the  Conversion  Shares  is  subsequently  registered  under the
     Securities  Act  or an exemption from such registration is available; (iii)
     there  is  not  currently  any public market for the Convertible Note, (iv)
     when  and  if  the  SafeGuard Stock, the Convertible Note or the Conversion
     Shares  may  be  disposed  of without registration in reliance on Rule 144,
     such  disposition  can  be  made  only  in  accordance  with  the terms and
     conditions


<PAGE>
     of such Rule, (v) restrictive  legends  shall be placed on the certificates
     representing  the  SafeGuard Stock, the Convertible Note and the Conversion
     Shares  and (vi) a notation shall be made in the appropriate records of the
     Company  indicating  that the SafeGuard Stock, the Convertible Note and the
     Conversion  Shares  are subject to restrictions on transfer and appropriate
     stop  transfer  instructions  will  be  issued to the transfer agent of the
     Company  with  respect to the SafeGuard Stock, the Convertible Note and the
     Conversion  Shares.

          (d)     Seller  is  aware  that,  except  as expressly provided in the
     Registration  Rights Agreement contemplated by this Agreement, there exists
     no  right  to require registration of the SafeGuard Stock or the Conversion
     Shares  and  Seller  must  bear  the economic risk of the investment in the
     SafeGuard  Stock  the  Convertible  Note,  and  the  Conversion  Shares.

     2.30     Accredited  Investor.  Seller  is  an  "accredited  investor"  as
              --------------------
defined  in  Rule 501(a) of Regulation D promulgated under the Securities Act of
1933,  as  amended.

     2.31     Legend on Certificates.  Seller has been advised by Buyer that the
              ----------------------
instruments  and  certificates representing the SafeGuard Stock, the Convertible
Note  and  the  Conversion  Shares will bear an appropriate legend to the effect
that  the  SafeGuard  Stock,  the  Convertible  Note  and  the Conversion Shares
represented  by such instruments and certificates have not been registered under
the  Securities  Act,  and may not be transferred in the absence of an effective
registration  statement  under  the  Securities  Act  or  an exemption from such
registration  under  said Act, and will also bear such additional legends as may
be  specified  in  the  other  agreements  contemplated  by  this  Agreement.

                                    ARTICLE 3
                     REPRESENTATIONS AND WARRANTIES OF BUYER

     Buyer  represents  and warrants to Seller, as of the date of this Agreement
and  as  of  the  Closing  Date  unless  expressly  provided  otherwise  in  the
representation,  as  follows.

     3.1     Organization  and  Standing. Buyer and each of its subsidiaries are
             ---------------------------
corporations  organized, validly existing and in good standing under the laws of
their  respective states of incorporation with all requisite corporate power and
authority to conduct their business operations as being conducted on the date of
this Agreement.  Neither the Buyer nor any subsidiary has failed to qualify as a
foreign  corporation  in  any jurisdiction where the failure to be so authorized
would have a Material Adverse Effect on the Buyer and its subsidiaries, taken as
a  whole.

     3.2     Noncontravention.  The execution and delivery of this Agreement and
             ----------------
the  performance  of the transactions contemplated by this Agreement and each of
the agreements and documents delivered by Buyer in connection herewith have been
duly  authorized by all requisite corporate action of Buyer and does not, on the
date  of  this  Agreement,  and  will  not, on the Closing Date, (i) violate any
decree  or  judgment  of  any  court  or  governmental  authority  which  may be
applicable  to  Buyer  or  any  of  its subsidiaries; (ii) to Buyer's Knowledge,
violate any law, rule or regulation binding on Buyer or any of its subsidiaries;
(iii)  violate  or  conflict  with,  or


<PAGE>
result  in  a  breach  of,  or  constitute a default (or an event which, with or
without  notice  or lapse of time or both, would constitute a default) under any
of  the  terms,  conditions,  or  provisions  of any contract, lease, indenture,
mortgage,  note,  bond, instrument, license or other agreement to which Buyer or
any of its subsidiaries is a party, or by which Buyer or any of its subsidiaries
is  bound;  (iv)  permit the acceleration of the maturity of any indebtedness of
Buyer  or any of its subsidiaries; (v) violate or conflict with any provision of
the  certificate of incorporation or bylaws of Buyer or any of its subsidiaries;
or  (vi)  require  the  consent,  approval  or  authorization  or  any Person or
Governmental  Authority.

     3.3     Execution/Enforceability.  This  Agreement and each other agreement
             ------------------------
and  document delivered by Buyer or SafeGuard Florida in connection herewith has
been  duly  and validly executed and delivered by Buyer or SafeGuard Florida, as
the  case  may  be,  and  constitutes  a valid and binding agreement of Buyer or
SafeGuard  Florida,  as  the  case  may be, enforceable in accordance with their
terms, except to the extent that its enforceability is limited by application of
general  principles  of equity and by bankruptcy, insolvency, moratorium, debtor
relief,  and  similar  laws  of  general  application  affecting  enforcement of
creditors'  rights  and  debtor  obligations.

     3.4     Capitalization.  As  of  the date of this Agreement, the authorized
             --------------
capital  stock  of Buyer consists of 40,000,000 shares of Common Stock, $.01 par
value  per  share  and  1,000,000  shares of Preferred Stock, $.01 par value per
share  of  which 80,000 shares have been designated as Series A Preferred Stock,
80,000  shares  as Series B Preferred Stock, 30,000 shares as Series C Preferred
Stock  and  110,000  shares  as  Series  D  Preferred  Stock,  all  of  which is
convertible  into  30,000,000 shares of Buyer's Common Stock.  As of the date of
this  Agreement,  4,820,832 shares of Common Stock and 300,000 shares of Buyer's
Preferred  Stock  are issued and outstanding.  As of the date of this Agreement,
stock  options  to acquire 3,000,000 shares of Common Stock are authorized under
the stock option plans of Buyer, of which 2,637,834 are issued and outstanding a
portion of which are subject to stockholder approval of an increase in the total
number  of  shares  for which options may be granted under the stock option plan
and 611,741 shares of Common Stock have been issued (all prior to March 1, 2000)
pursuant  to  the  exercise of stock options granted under the plan.  All of the
issued  and  outstanding  shares of Common Stock and Preferred Stock are validly
issued,  fully  paid  and non-assessable.  Except for the Convertible Note or as
set  forth  above,  there  are  no  shares  of  capital stock of Buyer issued or
outstanding  or  any  stock  options,  warrants,  subscriptions,  calls, rights,
convertible  securities  or  other agreements or commitments obligating Buyer to
issue, transfer, sell, redeem, repurchase or otherwise acquire any shares of its
capital  stock.  Upon  consummation  of the Closing, Buyer shall have sufficient
shares  of Common Stock reserved for issuance upon conversion of the Convertible
Note.  On  the  Closing Date, the Buyer's capitalization will be as set forth on
Schedule  3.4,  which  will  be  prepared  and delivered to Seller, certified by
-------------
Buyer,  on  or  before  the  Closing  Date  in  the  form  of  this Section 3.4.
                                                                    -----------

     3.5     Validity  of  SafeGuard Stock.  The SafeGuard Stock, when issued to
             -----------------------------
Seller  pursuant to this Agreement, will be duly authorized, validly issued, and
fully  paid  and  non-assessable.  The  SafeGuard  Stock,  when issued to Seller
pursuant  to  this Agreement, will be free and clear of all Liens, except solely
as permitted in this Agreement or in the other agreements expressly contemplated
by  this  Agreement  or  imposed  by  applicable  securities  laws.


<PAGE>
     3.6     SafeGuard  Florida  Shares;  Other  Subsidiaries.  Buyer  is  the
             ------------------------------------------------
unconditional  sole  legal, beneficial, record and equitable owner of all of the
capital  stock of SafeGuard Florida and each of its other subsidiaries, free and
clear  of  any  and  all  Liens,  and  that capital stock is duly authorized and
validly  issued. The Pledged Shares constitute all of the issued and outstanding
capital  stock  of  SafeGuard  Florida,  and  there  are no outstanding options,
warrants,  convertible  securities,  or other rights to acquire capital stock of
Safeguard  Florida.  The  Pledged  Shares  are  not  subject  to  shareholder
agreements, voting agreements, proxies, or other restrictions on their voting or
disposition,  except  for restrictions imposed by applicable securities laws and
Florida  Statutes  and  regulations relating to a change of control of a Prepaid
Limited  Health  Services  Organization.  At  the  Closing, Buyer will convey to
Seller  a valid first priority perfected security interest in the Pledged Shares
pursuant  to  the  Pledge  Agreement.

     3.7     Validity  and Rights of the Convertible Note and Conversion Shares.
             ------------------------------------------------------------------
The  Convertible Note, when issued to Seller pursuant to this Agreement, will be
duly  authorized and validly issued and will have the terms and rights set forth
in  the  form  of  the  Convertible  Note  attached  hereto  as  Exhibit A.  The
                                                                 ---------
Convertible Note, when issued to Seller pursuant to this Agreement, will be free
and  clear  of  all  Liens except solely as provided in this Agreement or in the
other  agreements  expressly  contemplated  by  this  Agreement  or  imposed  by
applicable  securities  laws.  Any and all shares of the Conversion Shares, when
issued,  will be validly issued, fully paid, and non-assessable and will be free
and  clear  of all Liens of any kind except solely as expressly provided in this
Agreement or in the other agreements expressly contemplated by this Agreement or
imposed  by  applicable  securities  laws.

     3.8     Buyer  SEC  Reports.  Buyer  has  filed  all  required  reports,
             -------------------
schedules,  forms,  statements and other documents with the SEC since January 1,
2000  (collectively,  the  "SEC  Reports").  As  of the respective dates the SEC
                            ------------
Reports were filed or, if any such SEC Reports were amended, as of the date such
amendment  was  filed,  each  of  the  SEC  Reports (i) complied in all material
respects with all applicable requirements of the Securities Act and the Exchange
Act,  and  the  rules  and  regulations  promulgated thereunder and (ii) did not
contain any untrue statement of a material fact or omit to state a material fact
required  to  be  stated  therein  or  necessary in order to make the statements
therein,  in  light  of  the  circumstances  under  which  they  were  made, not
misleading.  Each  of (i) the audited consolidated financial statements of Buyer
(including  any  related  notes  and  schedules)  included  (or  incorporated by
reference)  in  the  SEC  Reports  and  (ii)  the unaudited consolidated interim
financial  statements  for  Buyer  (including  any  related notes and schedules)
included  (or  incorporated by reference) in the SEC Reports, fairly present, in
conformity  with  GAAP applied on a consistent basis (except as may be indicated
in  the  notes  thereto),  the  consolidated financial position of Buyer and its
subsidiaries  as  of  the  dates  thereof  and the consolidated results of their
operations  and  changes  in their financial position for the periods then ended
(subject  to  normal  year-end  adjustments in the case of any unaudited interim
financial  statements).

     3.9     Taxes.
             -----

          (a)     All  material  Tax  Returns  required  to  be filed by or with
     respect  to  the  Buyer  and its subsidiaries through the Closing Date have
     been or will be accurately prepared in all material respects, and have been
     or  will  be duly and timely filed, and all Taxes shown on such Tax Returns
     have  been  or will be timely paid, or to the extent not


<PAGE>
     due  and payable as of the Closing Date, adequate provision for the payment
     thereof  has  been or will be made on the financial statements or the books
     of  account  of  Buyer.

          (b)     With  respect  to  each  taxable  period  of  Buyer  and  its
     subsidiaries  ending  prior  to  the  date  of this Agreement, such taxable
     period  (i) has been audited by the IRS or other taxing authority, and such
     audit  has  been completed without the issuance of any notice of deficiency
     or  similar  notice  of  additional liability, (ii) has not been audited or
     investigated  by  the  IRS or other taxing authority, or (iii) the time for
     assessing or collecting income tax with respect to each such taxable period
     has  closed  and such taxable period is not subject to review by the IRS or
     such  other  taxing  authority.  Neither  the  Buyer nor any subsidiary has
     granted  or  been  requested to grant waivers of any statute of limitations
     applicable  to  any  claim  for  Taxes.

     3.10     Broker's  and Finder's Fees.  No agent, broker, employee, officer,
              ---------------------------
stockholder  or  other  person  or  entity  acting  on  behalf  of, or under the
authority  of,  Buyer  or  any of its subsidiaries is or will be entitled to any
commission  or  broker's  or  finder's  fee  from  any  of the parties hereto in
connection  with  this Agreement or any of the transactions contemplated hereby.

     3.11     Licenses/Compliance with Law.  Buyer and each of its subsidiaries,
              ----------------------------
including without limitation SafeGuard Florida, has the lawful authority and all
governmental  authorizations,  certificates  of  authority,  licenses or permits
necessary  for  or  required  to  conduct  its  business operations as presently
conducted.  There  are  no  pending  or,  to  the Knowledge of Buyer, threatened
legal,  administrative,  arbitration,  or  other proceedings of any kind nor any
pending or, to the Knowledge of Buyer, threatened governmental investigations by
any  federal,  state  or  local  government or any subdivision thereof or by any
public  or  private  group,  which  assert  or  allege  any  violation  of  or
non-compliance with any governmental requirements or which would have the effect
of  limiting, prohibiting or changing the business operations of Buyer or any of
its  subsidiaries,  including without limitation SafeGuard Florida, as presently
conducted.  To  the  Knowledge  of Buyer, each of Buyer and its subsidiaries has
made  all  filings  with  Governmental  Agencies required for the conduct of its
business  operations  as  such  are presently conducted, except where failure to
file  would  not  have  a Material Adverse Effect on Buyer.  To the knowledge of
Buyer,  each  of  Buyer's  and each of its subsidiaries's business operations as
presently  conducted  do  not  violate or fail to comply in any material respect
with  any  applicable federal, state or local codes, laws, rules or regulations.
Neither  Buyer  nor  any  subsidiary  has received any notices alleging any such
violation  or  non-compliance.  Each of the representations in this Section 3.11
                                                                    ------------
is  subject  to  Schedule  3.11.
                 --------------

     3.12     No  Material  Adverse  Change.  Since December 31, 2001, Buyer and
              -----------------------------
each  of  its  subsidiaries  have  conducted  their  respective  business in the
ordinary course and, except as disclosed on Schedule 3.12, neither Buyer nor any
                                            -------------
of its subsidiaries has suffered any Material Adverse Effect.

     3.13     Litigation.  Except  as  set  forth  in  Schedule  3.13,  no
              ----------                               --------------
investigation  or review by any governmental entity with respect to Buyer or any
of  its  subsidiaries  is pending or, to the Knowledge of Buyer, threatened, nor
has  any  governmental  entity  indicated to Buyer or any of its subsidiaries an
intention  to conduct the same; and there is no action, suit, or administrative,
arbitration or other proceeding (including proceedings concerning labor disputes
or  grievances  or


<PAGE>
union  recognition) pending or, to the Knowledge of Buyer, threatened against or
affecting  Buyer  or  any  of  its  subsidiaries  to  which  Buyer or any of its
subsidiaries  is  a  party,  at  law or in equity, before any federal, state, or
municipal  court  or  other  governmental department, commission, board, bureau,
agency,  or  instrumentality.  Neither Buyer nor any of its subsidiaries is now,
and  has  not  been,  a  party  to  any  agreement,  injunction, order or decree
restricting  the  method  or  geographic  area  under  which Buyer or any of its
subsidiaries  may  conduct  business operations or the marketing of any of their
respective  products  or  services  or  the  product  or services they may sell.

     3.14     Transactions  With  Affiliates.  Except  as  disclosed on Schedule
              ------------------------------                            --------
3.14,  there  are  no loans, leases, agreements, contracts or other transactions
----
between Buyer and SafeGuard Florida, any present or former stockholder, director
or  officer  of  Buyer, or any member of such stockholder, director or officer's
immediate  family, or any entity controlled by any such person.  No shareholder,
director  or  officer  of  Buyer  nor  any of their respective spouses or family
members owns directly or indirectly on an individual or joint basis any material
interest in, or serves as an officer or director of, or in any representative or
agent  capacity  for, any competitor, customer, provider or supplier of Buyer or
any  organization  which  has  a  material  contract  or arrangement with Buyer.

     3.15     Improper  Payments.  To  Buyer's  Knowledge,  neither Buyer or any
              ------------------
affiliate of Buyer, nor any shareholder, director, officer, employee or agent of
Buyer or any affiliate of Buyer has made any improper bribes, kickbacks or other
payments  to,  or received any such payments from, customers, vendors, suppliers
or  other persons contracting with Buyer and has not proposed or offered to make
or  receive  any  such  payments.

     3.16     Proceedings.  There  is  not  any  pending  claim,  litigation,
              -----------
investigation,  or  proceeding against Buyer or any of its subsidiaries that has
been  commenced  or  threatened  that  challenges  or  might  have the effect of
preventing,  delaying,  making  illegal,  or  otherwise  interfering  with  the
transactions  contemplated  by  this  Agreement.

                                    ARTICLE 4
                                GENERAL COVENANTS

     4.1     Implementing  Agreement.  Subject  to  the  terms and conditions of
             -----------------------
this  Agreement,  each  party  hereto  shall  take  all action required of it to
fulfill  its  obligations  under the terms of this Agreement and shall otherwise
use  commercially  reasonable  efforts  to  facilitate  the  consummation of the
transactions  contemplated  hereby.

     4.2     Access  and Information.  From and after the date of this Agreement
             -----------------------
until  the  Closing Date, Seller and the Company shall (a) give to Buyer and its
representatives  reasonable  access during normal business hours upon reasonable
notice  to  all  properties, books, contracts and records (including tax returns
and  insurance policies) of or relating to the Company and (b) furnish all other
information  pertaining  to the Company as may be reasonably requested by Buyer.
Except  as  approved  by  Seller, all information obtained hereunder that is not
otherwise  public shall be held confidential and, in the event of termination of
this  Agreement,  except  to  the  extent  required  because  of  any pending or
threatened  litigation  or  governmental  proceeding,  all


<PAGE>
documents  (including  copies  thereof)  obtained  hereunder  containing  such
information  shall  be,  at  Seller's  option,  destroyed or returned to Seller.

     From  the date of this Agreement through the Closing Date, the Company will
prepare  monthly  and  year-to-date unaudited financial statements (the "Interim
                                                                         -------
Financial  Statements")  consistent with GAAP and will promptly deliver the same
---------------------
to  Buyer.  The  representations  contained  in  Section 2.8 with respect to the
                                                 -----------
Company  Financial  Statements  will  be  applicable  to  all  Interim Financial
Statements  so  prepared  and  delivered;  provided,  however,  that the Interim
                                           --------   -------
Financial  Statements  shall  be  subject  to  normal  year-end  adjustments.

     4.3     Operation  of  Businesses;  Course  of  Conduct.
             -----------------------------------------------

          (a)     Except as set forth in Schedule 4.3, except as contemplated by
                                         ------------
     this  Agreement,  and  except with the written consent of Buyer, during the
     period  from  the  date of this Agreement to the Closing Date, Seller shall
     cause  the  Company  to  operate  its business as presently operated in the
     ordinary  course  and,  consistent  with  such operations, the Company will
     substantially comply with all applicable legal and contractual obligations,
     and  will  use reasonable efforts consistent with past practice to preserve
     its  business  organization  intact  and  to  preserve  the goodwill of its
     suppliers, customers, clients, providers, employees and others with whom it
     has business relationships; and Seller and the Company shall use reasonable
     efforts  consistent  with  past practice to not take any action (or omit to
     take  any  action) outside the ordinary course of business that would cause
     any  representation  or  warranty  contained  in  Article  2  hereof  to be
                                                       ----------
     inaccurate. Without limiting the generality of the foregoing, except as set
     forth in Schedule 4.3, except as contemplated by this Agreement, and except
              ------------
     with  the written consent of Buyer, during the period from the date of this
     Agreement  to  the  Closing  Date,  Seller  will not permit the Company to,
     without  the  prior  written  consent  of  Buyer:

               (i)     enter  into  any  contract  or  agreement relating to the
          Company's  business,  other than (1) such contracts or agreements that
          are  entered  into  in the ordinary course of business consistent with
          past practice; and (2) any such contract or agreement not entered into
          in  the  ordinary course of business consistent with past practice and
          pursuant  to  which  the Company receives or is reasonably expected to
          receive  payments, or makes or is reasonably expected to make payments
          of  less  than  $20,000  per  calendar  year;

               (ii)     make  (1)  any  material  change, except in the ordinary
          course  of business, in the assets (including, but not limited to, any
          change in the composition of such assets so as to materially alter the
          proportion  of cash thereof) or liabilities of the Company, or (2) any
          commitment for any capital expenditures including, without limitation,
          replacements  of  equipment  in  the  ordinary  course  of  business,
          involving,  in  the  aggregate,  more  than  $50,000;

               (iii)     make  any  change  in  the articles of incorporation or
          bylaws  of  the  Company;


<PAGE>
               (iv)     (1)  authorize  any  shares  of the capital stock of the
          Company  for  issuance,  (2) issue or agree to issue any shares of any
          authorized  but  unissued  shares of the capital stock of the Company,
          (3)  grant,  issue,  or  make any option or commitment relating to the
          capital  stock  of the Company, or any other security constituting, or
          convertible  or exchangeable for, capital stock of the Company, or (4)
          purchase  or  otherwise  acquire any outstanding shares of the capital
          stock  of  the  Company;

               (v)     (1)  declare  or  pay  any  dividend,  make  any  other
          distribution  or  payment,  or  set aside any amount for payment, with
          respect  to  any  shares  of  the capital stock of the Company, or (2)
          directly  or  indirectly  redeem,  purchase  or  otherwise acquire any
          shares  of  the  capital  stock  of the Company or make any commitment
          relating  thereto;

               (vi)     (1)  make any increase in the compensation payable or to
          become  payable  to  any  of  the officers, employees or agents of the
          Company  (including  any  bonus  or incentive payment or arrangement),
          other  than  normal  yearly  salary  increases and scheduled increases
          under presently existing compensation plans, and currently anticipated
          bonuses  pursuant  to  existing bonus arrangements; provided, however,
                                                              --------  -------
          that  the Company may make payments ("Stay Bonuses") of up to $250,000
                                                ------------
          to  Steve  Gionis  and  $125,000  to  Richard A. Caulley; or (2) make,
          amend,  or  enter  into  any written employment or consulting contract
          with  any  employee  or  independent  consultant  or  any bonus, stock
          option,  profit  sharing, pension, retirement or other similar payment
          or  arrangement.  Schedule 4.3 lists the amount and terms of currently
                            ------------
          anticipated  bonuses  pursuant  to  existing  bonus  arrangements with
          respect  to Seller, Richard A. Caulley, and Steve Gionis and a general
          description of the Company's existing bonus arrangements for its other
          employees;

               (vii)     enter into any agreement resulting in the imposition of
          any  Liens  on  any  assets  of  the  Company, except Permitted Liens;

               (viii)     enter  into  any agreement for the purchase of capital
          stock  of  any  other  entity;

               (ix)     use reasonable efforts not to take any action that would
          prevent  compliance  with  any  of the conditions in Article 4 of this
                                                               ---------
          Agreement;

               (x)     enter  into  any  agreement for the sale of equity of the
          Company  or  the  creation of any profit sharing relationship with any
          current  or  potential  client  or  broker;

               (xi)     enter  into  or  engage in any material transaction with
          any  officer, director, shareholder or affiliate of the Company except
          for  the  payment  of  salaries  in  the  ordinary course of business;

               (xii)     (1)  carry  on  any  negotiations  with  other  parties
          relating to the acquisition of capital stock or any material assets of
          the  Company  or  (2)  merge or


<PAGE>
          consolidate  with  or into any entity or sell or otherwise dispose of,
          or  purchase,  any  material assets or properties (other than sales of
          obsolete inventory or equipment and purchases of items of inventory or
          equipment  in replacement therefor, in the ordinary course of business
          consistent with past business practice) or enter into any agreement in
          respect  of  such  merger,  consolidation,  purchases,  sales,  and
          dispositions;  and

               (xiii)     cancel,  surrender or let lapse any insurance policies
          issued  to  the  Company.

          (b)     Except  as contemplated by this Agreement, and except with the
     written  consent  of  Seller,  during  the  period  from  the  date of this
     Agreement  to the Closing Date, Buyer shall not take any action (or omit to
     take any action) which action or omission would cause any representation or
     warranty  or  covenant  in  the  Convertible Note to be inaccurate or would
     constitute  a  breach  of such representation or warranty or covenant, or a
     failure  by  Buyer  to  perform  any  such  covenant.

          (c)     Buyer  shall  be  permitted  to  file  this Agreement with and
     discuss  the  transaction as represented by this Agreement with the Florida
     Department  of Insurance and any such other regulatory agencies that may be
     involved  in  the  transaction.

          (d)     From  the  date  of  this  Agreement  to  the  Closing  Date,

               (i)     The  Company  shall not make or implement any employee or
     officer  hiring or termination decision involving an individual who is paid
     in  excess  of $50,000 per year without the prior written consent of Buyer,
     which  shall  not  be  unreasonably  withheld  or  delayed;  and

               (ii)     The  Company  shall  inform  Buyer  regarding  all
     discussions,  correspondence  or  negotiations  relating to any existing or
     proposed  new  Group  Contracts involving 1,000 or more participants or HMO
     Contract  and shall not modify, amend or renew any Group Contract involving
     1,000  or  more  participants  or  HMO  Contract  without the prior written
     consent  of  Buyer,  which  shall  not be unreasonably withheld or delayed.

     4.4     Consents.
             --------

          (a)     From  the  date of this Agreement to the Closing Date, Seller,
     the  Company  and Buyer shall take all steps reasonably necessary to obtain
     the written consent or approval of each and every governmental agency whose
     consent  or  approval shall be required in order to permit the consummation
     of  the  transactions  contemplated  by  this  Agreement.

          (b)     As  soon as practicable after the execution of this Agreement,
     and  not  later  than 30 days after the date of this Agreement, Buyer shall
     file an application for transfer of control of the Company with the Florida
     Department of Insurance, together with all documents and information as may
     be  required  to  be  filed  in  connection  therewith and shall thereafter
     promptly  provide such additional information such Department shall


<PAGE>
     request  from  time to time, and otherwise shall prosecute such application
     diligently  and  use reasonable efforts to obtain such approval as promptly
     as  reasonably  practicable.  Seller  and  the  Company  will assist in the
     preparation  and  prosecution  of  the  required  filings  with the Florida
     Department  of  Insurance.  The  parties  shall  (i) furnish to other party
     copies of all filings and such necessary information as may be requested by
     either  in  connection  with  any  required  filings  or submissions to any
     governmental  agency  or  third  party  and  (ii) will keep the other party
     informed  of  the  status  of  any  inquiries  made  with  respect  to this
     transaction by any federal, state or local governmental agency or authority
     with  respect  to  this  Agreement  or the transaction contemplated hereby.

     4.5     Public  Communications.  All  press  releases  or  other  public
             ----------------------
communications  of  any  sort  relating to this Agreement, and the method of the
release  for publication thereof, shall be subject to the prior approval of both
Buyer and Seller, which approval shall not be unreasonably withheld by either of
such  parties, except to the extent that disclosure is otherwise required by law
or  judicial  process.

     4.6     Solicitation  of Inquiries.  From the date of this Agreement to the
             --------------------------
Closing  Date,  neither Seller, the Company, nor any employee or agent of either
shall  solicit  from  any  other  person,  firm, corporation or other entity any
inquiries or proposals relating to the disposition of any substantial portion of
the  Company's  business or assets or to the acquisition of all or a substantial
portion  of  its capital stock (whether issued and outstanding or authorized but
not  issued)  or  to the merger, reorganization or consolidation of the Company.
Until  the Closing Date, each of Seller and the Company additionally agree that,
without the prior written consent of Buyer, it will not furnish to any person or
entity  (other  than  Buyer  and  its  directors,  employees,  agents  and
representatives)  any  non-public  information  concerning  the  Company  or its
business,  financial  affairs or prospects for the purpose or with the intent of
permitting  such  person  or  entity  to  evaluate a possible acquisition of the
Company  or  any  of  its capital stock or (other than in the ordinary course of
business) assets.  In the event Seller, the Company, or any agent or employee of
either,  receives any such solicitation, inquiry or proposal, they shall provide
a  copy  of  such  to  Buyer  immediately  upon  receipt  thereof.

     4.7     Cooperation.  The  parties will fully cooperate each with the other
             -----------
and  their  respective  counsel  and  accountants  in  connection with any steps
required to be taken as part of their obligations under this Agreement.  Seller,
the  Company and Buyer each agrees to use its best efforts to make all necessary
filings and to obtain all necessary consents to the transactions contemplated by
this  Agreement,  including  without  limitation  all consents of parties to any
contracts  or  agreements requiring such consents, and all necessary consents of
governmental  authorities.

     4.8     Updating  of Schedules.  Each party shall promptly notify the other
             ----------------------
party in writing of any changes, additions, or events which may cause any change
in  or  addition  to  the  Schedules delivered by the party under this Agreement
promptly  after  the occurrence of the same and again at the Closing by delivery
of  appropriate  updates  to all such Schedules.  No notification of a change or
addition to a Schedule made pursuant to this Section 4.8 shall be deemed to cure
                                             -----------
any  breach  of  any  representation  or  warranty resulting from such change or
addition,  unless  the  other  party  specifically  agrees thereto in writing or
consummates  the  Closing  under  this  Agreement  after receipt of such written
notification  nor  shall  any  such notification, be


<PAGE>
considered  to  constitute  or  give  rise to a waiver by the other party of any
conditions  set  forth  in  this  Agreement, unless the other party specifically
agrees  thereto in writing or consummates the Closing under this Agreement after
receipt  of  such written notification. Nothing contained herein shall be deemed
to  create or impose on a party any duty to examine or investigate any matter or
thing  for  the purposes of verifying the representations and warranties made by
the  other  party  herein.

     4.9     Reinvestment  of  Equity  Investments.  As  soon  as  reasonably
             -------------------------------------
practicable after the date on which the last signature page to this Agreement is
executed,  Seller  will  cause  the  Company  to  sell the assets of the Company
invested in equity securities for cash and will cause the cash proceeds received
by the Company from such sale to be invested in "Permitted Investments," as that
term  is  defined  in  Buyer's  Investment  Policy  Statement  attached  to this
Agreement  as  Exhibit  I.
               ----------

                                    ARTICLE 5
                              CONDITIONS PRECEDENT

     5.1     Conditions  to  Obligations  of  Seller.  The obligations of Seller
             ---------------------------------------
shall  be  subject  to  the  fulfillment  at or prior to the Closing Date of the
following  conditions:

          (a)     Accuracy  of  Representations  and  Warranties.  The
                  ----------------------------------------------
     representations  and  warranties  of  Buyer contained in Article 3 shall be
                                                              ---------
     true  and  correct  in  all material respects at the date of this Agreement
     and,  unless  otherwise  provided in Article 3, the Closing Date, except to
                                          ---------
     the  extent such representations and warranties are not true and correct in
     all  material respects by reason of actions permitted or authorized by this
     Agreement  or  consented  to  in  writing  by  Seller.

          (b)     Performance.  Buyer  shall  have performed and complied in all
                  -----------
     material  respects  with all of its covenants and agreements required to be
     performed  by  it  under  this  Agreement  and each of the other agreements
     contemplated  hereby  at  or  prior  to  the  Closing  Date.

          (c)     Consents  and  Approvals.  Seller shall have received written
                  ------------------------
     evidence  of  all material consents and approvals referred  to  in  Section
                                                                         -------
     4.4.  Seller  shall have received written evidence of Buyer's shareholder's
     ---
     approval  of an increase in the number of authorized shares of Common Stock
     to  42,500,000  shares  of  Common  Stock.

          (d)     Certificate.  Seller  shall  have  received  a  certificate of
                  -----------
     Buyer,  dated the Closing Date and duly executed by the President or a Vice
     President  of  Buyer  on  behalf  of  Buyer  certifying to the best of such
     Person's  knowledge  as  to  compliance  with  Sections  5.1(a)  and  (b).
                                                    ----------------       ---

          (e)     Legal  Actions.  No  legal  action  or  proceeding  by  any
                  --------------
     Governmental  Authority  or  other  Person  shall  have been instituted and
     threatened  which  enjoins,  restrains, prohibits or results in substantial
     damages  in  respect  of,  or could enjoin, restrain, prohibit or result in
     substantial  damages  in respect of, any provision of this Agreement or any
     related  Agreements consummation of the transactions contemplated hereby or
     thereby.


<PAGE>
          (f)     Employment  Agreement.  On  the Closing Date, Buyer shall have
                  ---------------------
     executed  and delivered the Employment Agreement with Seller in the form of
     Exhibit  B  (the  "Employment  Agreement").
     ----------         ---------------------

          (g)     Registration  Rights  Agreement.  On  the  Closing Date, Buyer
                  -------------------------------
     shall  have  executed  and delivered the Registration Rights Agreement with
     Seller  in  the  form  of  Exhibit C (the "Registration Rights Agreement").
                                ---------       -----------------------------

          (h)     Lease Agreement.  On the Closing Date, SafeGuard Florida shall
                  ---------------
     have  executed  and delivered the Lease Agreement with Paramount Properties
     in  the  form  of  Exhibit  D  (the  "Lease  Agreement").
                        ----------         ----------------

          (i)     Pledge  Agreement.  On  the  Closing  Date,  Buyer  shall have
                  -----------------
     executed and delivered the Stock Pledge Agreement in favor of Seller in the
     form  of  Exhibit  E  (the  "Pledge  Agreement").
               ----------         -----------------

          (j)     Security  Agreement.  On  the  Closing Date, SafeGuard Florida
                  -------------------
     shall have executed and delivered the Security Agreement in favor of Seller
     in  the  form  of  Exhibit  F  (the "Security Agreement") and all financing
                        ----------        ------------------
     statements  requested  by  Seller  in  order  to  perfect Seller's security
     interest  in  the  assets  of  SafeGuard  Florida.

          (k)     Convertible  Note.  On  the  Closing  Date,  Buyer  shall have
                  -----------------
     executed  and  delivered  the  Convertible  Note.

          (l)     Material  Adverse  Effect.  Since  the date of this Agreement,
                  -------------------------
     there  shall not have occurred any event or condition of any character that
     in  any one case or in the aggregate has a Material Adverse Effect on Buyer
     or  SafeGuard  Florida.

          (m)     Capitalization of Buyer.  On or before the Closing Date, Buyer
                  -----------------------
     shall  have  delivered  to  Seller  its  Schedule  3.4  describing  Buyer's
                                              -------------
     capitalization  as  of  the  Closing  Date.

          (n)     Guaranty.  On  the Closing Date, Buyer shall have executed and
                  --------
     delivered  the  Guaranty  in  favor  of Paramount Properties in the form of
     Exhibit  J  (the  "Guaranty").
                        --------

     5.2     Conditions  to  the Obligations of Buyer.  The obligations of Buyer
             ----------------------------------------
shall  be  subject  to  the  fulfillment  at or prior to the Closing Date of the
following  conditions:

          (a)     Accuracy  of  Representations  and  Warranties.  The
                  ----------------------------------------------
     representations  and  warranties  of Seller contained in Article 2 shall be
                                                              ---------
     true and correct in all material respects at the date of this Agreement and
     at  and  as  of the Closing Date, except to the extent such representations
     and  warranties  are not true and correct by reason of actions permitted or
     authorized by this Agreement or consented to in writing by Buyer or because
     of  an  event that does not have a Material Adverse Effect on Seller or the
     Company.

          (b)     Performance.  Seller  shall have performed and complied in all
                  -----------
     material  respects  with all of its covenants and agreements required to be
     performed  by  it  under


<PAGE>
     this  Agreement  and each of the other agreements contemplated hereby at or
     prior  to  the  Closing  Date.

          (c)     Consents  and  Approvals.  Buyer  shall  have received written
                  ------------------------
     evidence  of the consents and approvals referred to in Section 4.4, and the
                                                            -----------
     consents  to assignment of HMOs representing at least 50% by projected 2002
     calendar  year  dollar  volume  of  all  HMO  Contracts  of  the  Company.

          (d)     Certificate.  Buyer  shall  have  received  a  certificate  of
                  -----------
     Seller, dated the Closing Date and duly executed by the President or a Vice
     President  of  Seller  on  behalf  of Seller certifying to the best of such
     Person's  knowledge  as  to  compliance  with  Sections  5.2(a)  and  (b).
                                                    ----------------       ---

          (e)     Legal  Action.  No  legal  action  or  proceeding  by  any
                  -------------
     Governmental  Authority  or  other  Person  shall  have been instituted and
     threatened  which  enjoins,  restrains, prohibits or results in substantial
     damages  in  respect  of,  or could enjoin, restrain, prohibit or result in
     substantial  damages  in respect of, any provision of this Agreement or any
     other agreement contemplated hereby or the consummation of the transactions
     contemplated  hereby  or  thereby.

          (f)     Other  Agreements.  On  the Closing Date, Seller (or Paramount
                  -----------------
     Properties  in  the  case  of  the Lease Agreement) shall have executed and
     delivered  the Employment Agreement, the Registration Rights Agreement, the
     Lease  Agreement,  and  the  Pledge  Agreement.

          (g)     Material  Adverse  Effect.  Since  the date of this Agreement,
                  -------------------------
     there  shall not have occurred any event or condition of any character that
     in  any  one  case or in the aggregate has a Material Adverse Effect on the
     Company,  including,  without  limitation,  any  terms,  conditions,  or
     limitations  that  are  imposed by the Florida Department of Insurance as a
     prerequisite  to  its  approval  of  the  change  of control of the Company
     contemplated  by  this  Agreement.

          (h)     Approval of Certain Company Plans.  The  Company  shall  have
                  ---------------------------------
     filed  all  of  its  offered  plans  that are required to be filed with the
     Florida  Department  of  Insurance and received approval of such plans from
     the Florida Department of Insurance, in each case to the extent required by
     Florida  law.

                                    ARTICLE 6
                                     CLOSING

     6.1     Closing.  Unless  the  parties agree otherwise, the consummation of
             -------
the  transactions contemplated by this Agreement (the "Closing") will take place
                                                       -------
at  1:00  p.m.,  Tampa,  Florida  time, on the last Business Day of the month in
which  the  satisfaction  or  waiver  of  the  condition  precedent set forth in
Sections  5.1(c)  and  5.2(c)  shall  have occurred (the "Closing Date"), at the
----------------       ------                             ------------
offices  of  Hill,  Ward  &  Henderson, P.A., 101 East Kennedy Boulevard, Tampa,
Florida,  33601, provided that the parties will arrange for the Convertible Note
                 --------
to  be  executed,  and delivered outside of the State of Florida.  The transfers
and deliveries described in Article 6 shall be mutually interdependent and shall
                            ---------
be regarded as occurring simultaneously and, notwithstanding


<PAGE>
any other provision of this Agreement, no such transfer or delivery shall become
effective  or  shall be deemed to have occurred until all of the other transfers
and  deliveries provided for in Article 6 shall also have occurred. The Closing,
                                ---------
and  all  transactions  to  occur  at the Closing, shall be deemed to have taken
place  at,  and  shall  be effective as of, the close of business on the Closing
Date.

     6.2     Seller's Closing Deliveries.  Seller shall deliver the following to
             ---------------------------
Buyer  at  the  Closing:

          (a)     certificate  evidencing  all  of the Shares, which certificate
     shall  be  duly  endorsed  in  blank  or accompanied by duly executed stock
     powers;

          (b)     resignations  of  all  directors  and officers of the Company;

          (c)     the  Employment  Agreement, the Registration Rights Agreement,
     the Lease Agreement, the Pledge Agreement, and the Security Agreement, each
     duly  executed  by Seller (or Paramount Properties in the case of the Lease
     Agreement);

          (d)     legal  opinions,  dated  the  Closing  Date,  of  Hill, Ward &
     Henderson, P.A., counsel to Seller and the Company, to the effect set forth
     in  Exhibit  G;  and
         ----------

          (e)     all  keys, pass-codes, computer access information and any and
     all  other  tools  and  implements  used in the day-to-day operation of the
     Company's  business.

     6.3     Buyer's  Closing  Deliveries.  Buyer shall deliver the following to
             ----------------------------
Seller  at  the  Closing:

          (a)     $3,000,000  in  U.S.  Dollars, by wire transfer of immediately
     available  funds  in  accordance  with  the  wire  transfer instructions of
     Seller;

          (b)     the  Convertible  Note,  duly  executed  by  Buyer;

          (c)     a stock certificate evidencing the 769,231 shares of SafeGuard
     Stock;

          (d)     the Lease Agreement, Employment Agreement, Registration Rights
     Agreement,  and Guaranty, each duly executed by Buyer (or SafeGuard Florida
     in  the  case  of  the  Lease  Agreement);

          (e)     the  Pledge  Agreement  and the stock certificate representing
     all  of  the  shares  of SafeGuard Florida, which certificate shall be duly
     endorsed  in  blank  or  accompanied  by  duly  executed  stock  powers;

          (f)     legal  opinions,  dated  the  Closing  Date,  of Strasburger &
     Price, LLP, counsel to Buyer and Safeguard Florida, to the effect set forth
     in  Exhibit  H;  and
         ----------

          (g)     the  Security Agreement and all financing statements requested
     by  Seller  in order to perfect Seller's security interest in the assets of
     SafeGuard  Florida.


<PAGE>
     6.4     Transfer  Taxes.  Seller  and Buyer shall share equally the cost of
             ---------------
all  transfer,  sales, use, income or other taxes, if any, payable in connection
with the transfer of the Shares contemplated by this Agreement or as a result of
the  transaction  contemplated  hereby.  Seller  shall  be  responsible  for the
payment  of  any  individual  taxes  levied as a result of selling the Shares to
Buyer.

                                    ARTICLE 7
                                BUYER'S COVENANTS

     Buyer  agrees  that:

     7.1     Closing.  Buyer  shall,  to  the extent within its control, use its
             -------
best efforts to cause the conditions specified in Section 5.1 to be satisfied by
                                                  -----------
the  Closing  Date.

     7.2     Seller's  Access  to  Information  After  the  Closing.
             ------------------------------------------------------

          (a)     Retention.  Until  the  third anniversary of the Closing Date,
                  ---------
     Buyer  shall retain such of the books and records pertaining to the Company
     prior  to  the  Closing Date as Seller reasonably requires for the purposes
     referred to in Section 7.2(b). If Buyer wishes to dispose of such books and
                    --------------
     records  after such date, then it shall first give 90 days notice to Seller
     and  Seller  shall  have the right, upon notice to Buyer within such 90-day
     period,  to  require  Buyer  to  retain such books and records (at Seller's
     cost)  for  such  additional  period  as  Seller reasonably require for the
     purposes  referred  to  in  Section  7.2(b).
                                 ---------------

          (b)     Access.  After the Closing, (i) Buyer shall, and shall use its
                  ------
     reasonable  efforts to cause its counsel and independent public accountants
     to  afford  to  Seller  and  their  employees,  agents and representatives,
     including  its  counsel  and  independent  public  accountants,  reasonable
     access, during normal business hours, to the premises of the Company and to
     all  books,  records,  files,  documents  or  other  assets  related to the
     operation  of  the  Company  on  or  prior  to  the Closing Date in Buyer's
     possession  or  under  Buyer's  control  as  may be reasonably requested by
     Seller  in  connection  with  preparing tax returns or the investigation of
     defense  of  claims,  and (ii) Seller shall have the right, at its cost and
     expense,  to  copy  such books, records, files and documents related to the
     Company  as  may  be  reasonably  useful  to  Seller.

          (c)     Limitations  on  Access.  The  rights  of Seller under Section
                  -----------------------                                -------
     7.2(b)  may be exercised only (i) at times reasonably satisfactory to Buyer
     ------
     and  only  in  a  manner  that  does  not unreasonably disrupt or otherwise
     materially  adversely  affect  the  Company's  or  Buyer's  business  and
     operations,  and  (ii)  subject  to any confidentiality obligation to third
     parties.

     7.3     Confidentiality.  Buyer shall, and shall use its reasonable efforts
             ---------------
to  cause its employees, agents and other representatives to, hold in confidence
all information of or related to the Company or otherwise in connection with the
negotiation  and  execution of this Agreement, except, in each case, as required
in  preparing  tax returns or in connection with any investigation or litigation
or the defense of any claims. The provisions of this Section 7.3 shall not apply
                                                     -----------
to


<PAGE>
any  portion  of  the  information  that  (i) becomes generally available to the
public other than as a result of a disclosure by Buyer or its employees, agents,
or  other  representative,  (ii)  was  or  is  made  available  to  Buyer  on  a
non-confidential  basis  by  a person not affiliated with or acting on behalf of
Seller  either before or after its disclosure by Seller to Buyer, or (iii) Buyer
becomes  legally  obligated  to  disclose,  but in the case of this clause (iii)
Buyer  shall  promptly  notify  Seller  of  the  impending  disclosure.

     7.4     Employment  of  Seller.  Effective  as  of  the Closing Date, Buyer
             ----------------------
shall  employ  Seller  pursuant  to the terms of the Employment Agreement in the
form  of  Exhibit  B  attached  hereto.
          ----------

     7.5     Florida Market Headquarters.  From the Closing Date until the later
             ---------------------------
of  (i)  September  30,  2002 or (ii) the Closing Date (the "Lease Start Date"),
                                                             ----------------
Buyer  will  cause  SafeGuard Florida to have the principal executive offices of
SafeGuard  Florida and the Company at the location of the Company on the date of
this  Agreement,  pursuant  to  the  terms on the date of this Agreement of that
certain month-to-month lease to which the Company is a party. On the Lease Start
Date, Buyer will cause the principal executive offices of the combined SafeGuard
Florida  and  Paramount to relocate to 3410 Henderson Blvd, Tampa, Florida 33629
(the "New Office"). SafeGuard Florida will occupy the New Office pursuant to the
      ----------
Lease  Agreement. Immediately after the Closing, Buyer will designate the office
of  SafeGuard Florida as its Florida market headquarters and shall maintain that
designation  for  so  long  as Seller is employed 7.5 Buyer. If pursuant to this
Section  7.5  Buyer is permitted to change the designation of its Florida market
------------
headquarters,  any  such  change will not affect SafeGuard Florida's obligations
under  the  Lease  Agreement  or  Buyer's  obligations  under  the  Guaranty.

     7.6     Merger  of SafeGuard Florida and the Company.  On the day after the
             --------------------------------------------
Closing Date, Buyer shall merge SafeGuard Florida and the Company, pursuant to a
valid  statutory  merger  under Florida law (the "Merger").  Buyer shall use its
                                                  ------
best  efforts  to  cause the Merger to be treated as a reorganization within the
meaning  of  Section  368(a)  of  the  Code.

                                    ARTICLE 8
                       ADDITIONAL COVENANTS AND AGREEMENTS

     8.1     Specific  Performance.  Each  party  to this Agreement acknowledges
             ---------------------
and  agrees that such party's obligations hereunder are unique, and that, should
any  party  breach  or  default  in  the  performance  of his or its obligations
hereunder,  such  breach  or  default  would cause irreparable harm to the other
parties  for  which  money  damages  alone  would  not  be  an  adequate remedy.
Accordingly,  each  party  agrees  that  the non-defaulting party or parties, in
addition  to any other rights and remedies that may be available to them at law,
may sue in equity for injunctive relief, specific performance of this Agreement,
or  both,  and  each  party  hereby  expressly  waives any defense that a remedy
consisting  solely  of  money  damages  would  be  adequate.

     8.2     Further Assurances.  Buyer and Seller will each execute and deliver
             ------------------
to  each  other  any and all other documents and instruments, and do and perform
such  acts,  in  addition  to  those  expressly  provided  for herein, as may be
reasonably  necessary  to carry out or evidence the transactions contemplated by
this  Agreement,  whether  before,  at  or  after  the  Closing.


<PAGE>
     8.3     Publicity.  Any  disclosures  or  announcements  relating  to  this
             ---------
Agreement  or  the  transactions contemplated hereby will be made only as may be
agreed  upon  by  Seller  and  Buyer,  or  as  may  be  required  by  Law.

     8.4     Expenses.  Whether  or  not  the  transactions  contemplated herein
             --------
shall  be  consummated,  all  legal  and  other  costs  and expenses incurred in
connection  herewith  and  the transactions contemplated hereby shall, except as
otherwise  provided  in  Sections 4.4, 6.4, 8.6(e),    (accountants fees, filing
                         ------------  ---  ------
fees  for  consent),  be  paid  by  the party incurring such expenses; provided,
                                                                       --------
however,  that  all  of the professional fees and expenses incurred by Seller in
-------
connection with the transactions contemplated herein may be borne by the Company
up  to  the  maximum  amount  of  $80,000.  Notwithstanding  the  foregoing, the
prevailing  party  in  any  legal  action  arising  out  of  or relating to this
Agreement  shall  be  entitled  to  its reasonable attorneys' fees and court and
other  expenses.  The  provisions  of  this  Section  8.4  shall  survive  any
                                             ------------
termination  of  this  Agreement.

     8.5     No  Assignment.  No assignment of any part of this Agreement or any
             --------------
right  or  obligation hereunder may be made without the prior written consent of
all other parties hereto, and any assignment attempted without such consent will
be  void.

     8.6     Certain  Tax  Matters.
             ---------------------

          (a)     Buyer and Seller agree that Buyer shall make no election under
     Section  338  of the Code (or any corresponding provision of state or local
     income  Tax  law)  in  connection  with  this  Agreement.

          (b)      Seller shall prepare, or cause to be prepared and timely file
     or  cause  to be timely filed, all Tax Returns required for the Company for
     all  periods  ending  on  or prior to the Closing Date. Seller shall permit
     Buyer to review and comment on each such return for a period of twenty (20)
     days  prior  to  filing.  If Buyer raises objections to any such Tax Return
     that  cannot be resolved by the parties within such 20-day period, such Tax
     Return shall be filed as prepared by Sellers, and the Accounting Firm shall
     resolve  any  remaining disputes as provided in Section 8.6(e). Buyer shall
                                                     --------------
     prepare  or  cause  to  be  prepared and timely file, or cause to be timely
     filed,  all  Tax  Returns  required  for the Company for all periods ending
     after  the  Closing Date. During any period when Seller has indemnification
     obligations  relating  to  Taxes  pursuant  to  Section 9.2(c), Buyer shall
                                                     --------------
     permit Seller to review and comment on each such Tax Return for a period of
     twenty  (20)  days prior to filing. If Seller raises objections to any such
     Tax  Return  that  cannot  be  resolved  by  the parties within such 20-day
     period,  such  Tax  Return  shall  be  filed  as prepared by Buyer, and the
     Accounting Firm shall resolve any remaining disputes as provided in Section
                                                                         -------
     8.6(e).
     ------

          (c)     The  Company  shall  not  file  a  claim for refund or amended
     return  for  a  period  ending  on or prior to the Closing Date without the
     prior  written  approval  of  Seller.  Seller  shall be responsible for any
     penalties,  interest  or  increase in taxes applicable to periods ending on
     the  Closing  Date  and  the Company and Buyer shall be responsible for any
     penalties,  interest or increase in taxes for any periods after the Closing
     Date.  For  purposes  of  this  Section  8.6(c)  and  Section 9.2(c), Taxes
                                     ---------------       --------------
     attributable  to  the  period  ending


<PAGE>
     on  the  Closing Date will be determined on the basis of an interim closing
     of  the  books;  provided,  however, that in the case of any taxable period
                      --------   -------
     that includes (but does not end on) the Closing Date (a "Straddle Period"),
                                                              ---------------
     the  portion of the Tax which relates to the portion of the Straddle Period
     ending  on  the  Closing  Date will (i) in the case of any Taxes other than
     Taxes  based  upon  or  related  to income or receipts, be deemed to be the
     amount  of  such Tax for the Straddle Period, multiplied by a fraction, the
     numerator  of  which is the number of days in the Straddle Period ending on
     the Closing Date, and the denominator of which is the number of days in the
     entire  Straddle  Period,  and  (ii)  in  the case of any Tax based upon or
     related  to  income  or receipts, be deemed equal to the amount which would
     have  been  payable if the relevant taxable period had ended on the Closing
     Date.  All  determinations  necessary  to  give  effect  to  the  foregoing
     allocations will be made in a manner consistent with prior practices of the
     Company.

          (d)     Buyer  and  Seller shall cooperate fully, as and to the extent
     reasonably  requested  by the other party, in connection with the filing of
     Tax Returns pursuant to this Section 8.6 and any audit, litigation or other
                                  -----------
     proceeding  with  respect  to  Taxes  involving  the  Company.

          (e)     In  the  event that the parties submit any unresolved disputes
     to  the Accounting Firm, the Accounting Firm shall be instructed to resolve
     any disputes referred to it pursuant to Section 8.6(b) within 30 days after
                                             -------------
     such  referral.  The resolution of disputes by the Accounting Firm shall be
     set  forth  in writing and shall be conclusive and binding upon all parties
     and  the parties shall join in the execution and cooperate in the filing of
     any  amended Tax Return as shall be necessary to implement such resolution.
     The fees and expenses of the Accounting Firm shall be paid as follows: each
     party  shall  pay  that  percentage  of such fees and expenses equal to the
     inverse  percentage of the net amount in dispute determined in favor of the
     applicable party; such fee and expense allocations to be determined by such
     Accounting  Firm  in accordance with the provisions of this Agreement. (For
     example,  if  the net amount in dispute is $100,000 and the Accounting Firm
     concludes  that  Buyer  is  entitled to $60,000 of such disputed amount and
     Seller  is entitled to $40,000 of such disputed amount, Buyer shall pay 40%
     of  such  Accounting  Firm's  fees and expenses and Seller shall pay 60% of
     such  Accounting  Firm's  fees  and  expenses.)

          (f)     Any  refunds or credits of Taxes of the Company for any period
     ending  on  or  before the Closing Date shall be for the account of Seller,
     provided,  however, that if any such refund or credit is listed as an asset
     --------   -------
     of the Company in the Company Balance Sheet, such refund or credit shall be
     for  the  account  of Buyer. Any refunds or credits of Taxes of the Company
     for any period beginning after the Closing Date shall be for the account of
     Buyer.  Any  refunds  or credits of Taxes relating to a taxable period that
     begins  before and ends after the Closing Date shall be apportioned between
     Seller and Buyer in accordance with Section 8.6(c), provided, however, that
                                         --------------  --------  -------
     if  any  such  refund or credit is listed as an asset of the Company in the
     Company  Balance  Sheet,  such refund or credit shall be for the account of
     Buyer.  Buyer  shall  promptly  pay  over to Seller all refunds received by
     Seller  or  its  Affiliates  to which Seller is entitled under this Section
                                                                         -------
     8.6(f).  Seller  shall  promptly  pay over to Buyer all refunds received by
     ------
     Seller  to  which  Buyer  is  entitled  under  this  Section  8.6(f).
                                                          ---------------


<PAGE>
          (g)     Buyer  shall  promptly  give  written notice to Seller (a "Tax
                                                                             ---
     Claim  Notice")  of  any  proposed  adjustment  (specifying with reasonable
     -------------
     particularity  the basis of the proposed adjustment) of any item on any Tax
     Return  of  the Company for any period that, if successful, could give rise
     to  a  liability  of  Seller  to  Buyer  under  Article 9 (a "Tax Liability
                                                     ---------     -------------
     Issue").  If  such  Tax  Claim Notice is not given to Seller within 15 days
     -----
     after  the receipt by Buyer or SafeGuard Florida of notice of such proposed
     adjustment and the failure to give such notice materially and substantially
     prejudices the position of Seller with respect to such proposed adjustment,
     Seller shall not be liable to Buyer under Article 9 for such claim. If such
                                               ---------
     proposed  adjustment  may  affect the tax liability of the Company or Buyer
     for  any period beginning after the Closing Date, Seller shall advise Buyer
     of  the  status  of  any  conferences,  meetings  and  proceedings with tax
     authorities  or  appearances before any court pertaining to such adjustment
     or  adjustments  and shall advise Buyer of the outcome of such proceedings.
     However,  nothing  herein  shall  entitle  Buyer to interfere with Seller's
     right  to make any judgments or to take any actions it deems appropriate in
     connection  with  the  disposition  of  any  such  proposed  adjustments.

                                    ARTICLE 9
                                 INDEMNIFICATION

     9.1     Survival  of  Representations  and  Warranties.  Subject  to  the
             ----------------------------------------------
limitations  specified  below,  the  representations and warranties of Seller in
Article  2 and of Buyer in Article 3 will survive the Closing and continue to be
----------                 ---------
binding  regardless  of  any  investigation  made  at  any  time  by  any party.
Nevertheless,  the  right  of  Buyer  Indemnified  Parties  to  bring  certain
indemnification claims is subject to the limits in Section 9.5, and the right of
                                                   -----------
Seller Indemnified Parties to bring certain indemnification claims is subject to
the  limits  in  Section  9.6.
                 ------------

     9.2     Indemnification by Seller.  From and after the Closing, Seller will
             -------------------------
indemnify  Buyer and the Company (collectively, the "Buyer Indemnified Parties")
                                                     -------------------------
against  and  hold  them  harmless  from:

          (a)     All  Losses  resulting  from  or  arising  out of any material
     breach  of  any representation or warranty made by Seller in this Agreement
     or any Related Agreement; provided, however, that if such representation or
                               --------  -------
     warranty is subject to a materiality limitation, the materiality limitation
     in  this  Section  9.2(a)  will  not  impose  any  additional  requirement;
               ---------------

          (b)     Any  breach of or failure by Seller to perform any covenant or
     obligation  of  Seller  set  out  or  contemplated in this Agreement or any
     Related  Agreement  or  any  document  delivered  by  Seller  at  Closing;

          (c)     All  Taxes  that  have become due and payable during, or which
     have  accrued  with  respect to the Company for, any period included in the
     Tax Indemnification Period and that have not been paid prior to the Closing
     Date  or  reserved  for  in  the  Company  Balance  Sheet or accrued in the
     ordinary course of business since the Company Balance Sheet Date. Any Taxes
     attributable  to  the  Company  payable  as a result of an audit of any Tax
     Return  shall  be  deemed to have accrued in the period to which such


<PAGE>
     Taxes  are  attributable,  and  any Taxes attributable to a Straddle Period
     shall  be  determined  in  accordance  with  Section  8(c);
                                                  -------------

          (d)     All  Losses resulting from or arising out of the claims of any
     broker,  finder  or  other Person acting in a similar capacity on behalf of
     either  of the Company or Seller in connection with the transactions herein
     contemplated;  and

          (e)     Any and all actions, suits, proceedings, demands, assessments,
     judgments, costs and reasonable legal and other expenses incident to any of
     the  foregoing.

     9.3     Indemnification  by  Buyer.  From and after the Closing, Buyer will
             --------------------------
indemnify  Seller  (the  "Seller  Indemnified  Parties")  against  and  hold him
                          ----------------------------
harmless  from:

          (a)     All  Losses  resulting  from  or  arising  out of any material
     breach  of  any  representation  or  warranty  made  by Buyer or any of its
     subsidiaries in this Agreement or any Related Agreement; provided, however,
                                                              --------  -------
     that  if  such  representation  or  warranty  is  subject  to a materiality
     limitation,  the  materiality  limitation  in  this Section 9.3(a) will not
                                                         --------------
     impose  any  additional  requirement;

          (b)     Any  breach  of or failure by Buyer to perform any covenant or
     obligation  of  Buyer  set  out  or  contemplated  in this Agreement or any
     Related  Agreement  or  any  document  delivered  by  Buyer  at  Closing;

          (c)     All  Taxes  that  have accrued with respect to the Company for
     any  period  after  the  Tax  Indemnification  Period  for which a claim is
     asserted against Seller. Any Taxes attributable to the Company payable as a
     result of an audit of any Tax Return shall be deemed to have accrued in the
     period  to which such


<PAGE>
     Taxes  are  attributable,  and  any Taxes attributable to a Straddle Period
     shall  be  determined  in  accordance  with  Section 8(c);
                                                  ------------

          (d)     All  Losses resulting from or arising out of the claims of any
     broker,  finder  or  other Person acting in a similar capacity on behalf of
     either  of the Company or Seller in connection with the transactions herein
     contemplated;  and

          (e)     Any and all actions, suits, proceedings, demands, assessments,
     judgments, costs and reasonable legal and other expenses incident to any of
     the  foregoing.

     9.4     Third  Party Claims.  Except with respect to a Tax Liability Issue,
             -------------------
if  any  legal  proceedings are instituted or any claim is asserted by any third
party  with  respect to which any of Seller Indemnified Parties on the one hand,
or  any  of  Buyer  Indemnified  Parties  on  the other hand, may be entitled to
indemnity  hereunder,  the  party  asserting  such  right  to  indemnity  (the
"Indemnitee")  will  promptly  give the party from whom indemnity is sought (the
 ----------
"Indemnitor")  written  notice thereof.  A delay in giving such notice will only
 ----------
relieve  the  recipient thereof of liability to the extent the recipient suffers
actual  prejudice  because of the delay.  The Indemnitor will have the right, at
its  option  and  expense, to participate in the defense of such a proceeding or
claim,  but not to control the defense, negotiation or settlement thereof, which
control  will  at  all  times rest with the Indemnitee, unless the proceeding or
claim  involves  only  money  damages,  and  the  Indemnitor:


<PAGE>
          (a)     irrevocably  acknowledges  in  writing complete responsibility
     for  and  agrees  to  indemnify  the  Indemnitee;  and

          (b)     furnishes  evidence  satisfactory  to  the  Indemnitee  of the
     financial  ability  to  so  indemnify,

in  which  case  the  Indemnitor  may assume such control through counsel of its
choice,  who  shall  be  reasonably  satisfactory  to  the  Indemnitee,  and  at
Indemnitor's  expense,  but the Indemnitee will continue to have the right to be
represented, at its own expense, by counsel of its choice in connection with the
defense  of  such  a  proceeding  or  claim.  If  the Indemnitor does not assume
control  of the defense of such a proceeding or claim, the entire defense of the
proceeding  or  claim  by the Indemnitee, any settlement made by the Indemnitee,
and  any judgment entered in the proceeding or claim will be deemed to have been
consented  to  by,  and will be binding on, the Indemnitor as fully as though it
alone  had  assumed  the  defense thereof and a judgment had been entered in the
proceeding  or  claim  in the amount of such settlement or judgment, except that
the  right  of  the  Indemnitor  to  contest  the  right  of  Indemnitee  to
indemnification  under  this  Agreement  with respect to the proceeding or claim
will  not be extinguished.  If the Indemnitor does assume control of the defense
of  such  a proceeding or claim, the Indemnitor will have the exclusive right to
settle the claim; provided, that, it will not, without the prior written consent
                  ---------
of  the  Indemnitee,  settle  the proceeding or claim or consent to entry of any
judgment  relating  thereto  which  does  not  include  as an unconditional term
thereof  the  giving  by  the  claimant  to  the  Indemnitee  a release from all
liability  in  respect  of the proceeding or claim.  The parties hereto agree to
cooperate  fully  with each other in connection with the defense, negotiation or
settlement  of  any  such  proceeding  or  claim, including providing reasonable
access  to  all  applicable  books  and  records and the officers, employees and
agents  that  are  reasonably  necessary  to  the  defense.

     9.5     Limitation  on  Indemnification  of Buyer Indemnified Parties.  The
             -------------------------------------------------------------
indemnification  of  Buyer  Indemnified  Parties  provided for under Section 9.2
                                                                     -----------
shall  be  limited  in  certain  respects  as  follows:

          (a)     Any  claim  for  indemnification  by Buyer Indemnified Parties
     under  Section  9.2(a) must be made on or before eighteen (18) months after
            ---------------
     the  Closing  Date, except that (i) there will be no limits on the time for
     making  a  claim  for  indemnification  relating to the representations and
     warranties  contained in Section 2.1 ("Organization and Standing"), Section
                              -----------                                -------
     2.4  ("Title to Stock"), Section 2.5 ("Capitalization of the Company"), and
     ---                      -----------
     Section  2.20  ("Broker's  and  Finder's  Fees");  and  (ii)  a  claim  for
     -------------
     indemnification  relating to the Tax Warranties may be made until the close
     of  business  on  the  Tax  Statute  of  Limitations  Date.

          (b)     Seller  shall  not  be liable to Buyer Indemnified Parties for
     indemnification  claims  under Section 9.2(a) until the aggregate amount of
                                    -------------
     such  indemnification claims exceeds Twenty Five Thousand Dollars ($25,000)
     ("Indemnification  Threshold"),  and  then only for the amount by which the
       --------------------------
     amount of such indemnification claims exceed the Indemnification Threshold;
     except  that claims for indemnification relating to the representations and
     warranties  contained in Section 2.1 ("Organization and Standing"), Section
                              -----------                                -------
     2.4  ("Title  to  Stock"),  Section  2.5 ("Capitalization of the Company"),
     ---                         ------------
     Section
     -------


<PAGE>
     2.20  ("Broker's  and  Finder's  Fees"),  or  Section  2.24  ("Taxes")
     ----                                          -------------
     shall  not  be  subject  to  the  Indemnification  Threshold.

          (c)     The  maximum  liability  of  Seller,  in  the  aggregate,  for
     indemnification  claims  made  under  Section 9.2(a) shall be Seven Hundred
                                           --------------
     Fifty  Thousand Dollars ($750,000) (the "Indemnity Cap"), except that there
                                              -------------
     shall be no limits on the amount of a claim for indemnification relating to
     the  representations and warranties contained in Section 2.1 ("Organization
                                                      -----------
     and  Standing"),  Section  2.4  ("Title  to  Stock"),  Section  2.5
                       ------------                         ------------
     ("Capitalization of the Company"), Section 2.7 ("Compliance with Applicable
                                        -----------
     Laws;  Licenses"),  Section 2.20 ("Broker's and Finder's Fees"), or Section
                         ------------                                    -------
     2.24  ("Taxes"), nor shall the amount of any such claims be aggregated with
     ----
     any  other  claims  for  indemnification  for  purposes  of  attaining  the
     Indemnification  Threshold.

          (d)     To the extent that insurance coverage is available to Buyer or
     the  Company  to  cover  any  item  for which indemnification may be sought
     hereunder, Buyer shall use commercially reasonable efforts and proceed on a
     good  faith  and  timely  basis  to  seek to recover such amounts as may be
     available  thereunder  for  a  period  of  120  days  and  shall  only seek
     indemnification  against Seller in the event that such recovery is not paid
     within  120  days  after  the  insurance claim is first made or coverage is
     denied  or  is  insufficient  to  satisfy  the  claim. To the extent Seller
     indemnifies  Buyer on any claim referred to in the previous sentence, Buyer
     shall,  or  shall  cause  the Company, to the extent applicable, (i) pay to
     Seller  the  amount received from such insurance company or any other third
     party  up  to  the  amount  paid  to  Buyer  by Seller with respect to such
     indemnification  claim;  and  (ii)  assign  to  Seller,  to  the  extent
     permissible,  its  claims  against  such  insurance  company or other third
     party.  If  any  such  insurance  or third party claim is not assignable to
     Seller,  Buyer  shall cause the Company to commence litigation on behalf of
     Seller, provided that (1) Seller advances all costs and expenses associated
             --------
     with the litigation of such claim, and (2) Buyer is satisfied that there is
     a  reasonable  basis  for  the  Company  to  be successful in such claim as
     reasonably  determined  by  legal  counsel  to  Buyer.

          (e)     All  amounts  recoverable  by  Buyer  from  Seller  under this
     Article  9 shall be net of tax effects (benefits or detriments) received by
     ----------
     Buyer  or  SafeGuard  Florida on account of any liability, loss, damage, or
     expense  subject  to indemnification or receipt of indemnification payments
     hereunder.  In  the  event  the tax effects cannot reasonably be determined
     with  certainty  at the time the indemnification payments are otherwise due
     and  payable hereunder, Seller shall not delay payment hereunder on account
     of such uncertainty and Seller and Buyer agree to negotiate in good faith a
     reasonable  estimate  of the tax effects in order to permit Seller's timely
     payment  of  all  indemnification  amounts  hereunder.

          (f)     Notwithstanding  anything  to  the  contrary in this Agreement
     (including  Section  9.7), Seller shall have no obligation to indemnify any
                 ------------
     Buyer  Indemnified  Party for exemplary, consequential, special or punitive
     damages, except solely in the case that any such damages constitute part of
     a  third-party  claim.


<PAGE>
          (g)     Notwithstanding  anything  to  the contrary in this Agreement,
     Seller  shall  have  no obligation to indemnify any Buyer Indemnified Party
     for any breach of representation or warranty in this Agreement if Buyer has
     actual knowledge of such facts or circumstances underlying the breach prior
     to  the  Closing  Date.

     9.6     Limitation  on  Indemnification of Seller Indemnified Parties.  The
             -------------------------------------------------------------
indemnification  of  Seller  Indemnified  Parties provided for under Section 9.3
                                                                     -----------
will  be  limited  in  certain  respects  as  follows:

          (a)     Any claim for indemnification under Section 9.3(a) by Seller
                                                      --------------
     Indemnified  Parties  must  be made on or before eighteen (18) months after
     the  Closing  Date, except that (i) there will be no limits on the time for
     making  a  claim  for  indemnification  relating to the representations and
     warranties  contained in Section 3.1 ("Organization and Standing"), Section
                              -----------                                -------
     3.2  ("Noncontravention"),  Section  3.4  ("Capitalization"),  Section  3.5
     ---                         ------------                       ------------
     ("Validity  of  SafeGuard Stock"), Section 3.6 ("Title to SafeGuard Florida
                                        -----------
     Stock"),  Section  3.7  ("Validity  and  Rights of the Convertible Note and
               ------------
     Conversion  Shares"),  and  Section 3.10 ("Broker's and Finder's Fees") and
                                 ------------
     (ii)  a  claim  for  indemnification relating to Tax Warranties may be made
     until  the  close  of  business  on  the  Tax  Statute of Limitations Date.

          (b)     Buyer  shall not be liable to Seller's Indemnified Parties for
     indemnification  claims  under Section 9.3(a) until the aggregate amount of
                                    -------------
     indemnification claims exceeds the Indemnification Threshold, and then only
     for  the  amount  by  which  such  indemnification  claims  exceed  the
     Indemnification  Threshold; except that claims for indemnification relating
     to  the  representations  and  warranties  contained  in  Section  3.1
                                                               ------------
     ("Organization  and  Standing"),  Section 3.2 ("Noncontravention"), Section
                                       -----------                       -------
     3.4  ("Capitalization"),  Section  3.5  ("Validity  of  SafeGuard  Stock"),
     ---
     Section  3.6  ("SafeGuard Florida Shares; Other Subsidiaries"), Section 3.7
     ------------                                                    -----------
     ("Validity  and Rights of the Convertible Note and Conversion Shares"), and
     Section  3.10  ("Broker's  and  Finder's Fees") shall not be subject to the
     -------------
     Indemnification  Threshold.

          (c)     The maximum liability of Buyer for indemnification claims made
     under  Section  9.3(a) shall be equal to the Indemnity Cap, except that any
            ---------------
     claim  for  indemnification  relating to the representations and warranties
     contained  in  Section  3.1  ("Organization  and  Standing"),  Section  3.2
                    ------------                                    ------------
     ("Noncontravention"),  Section  3.4  ("Capitalization"),  Section  3.5
                            ------------                       ------------
     ("Validity  of  SafeGuard  Stock"), Section 3.6 ("SafeGuard Florida Shares;
                                         -----------
     Other  Subsidiaries"), Section 3.7 ("Validity and Rights of the Convertible
                            -----------
     Note  and Conversion Shares"), Section 3.10 ("Broker's and Finder's Fees"),
                                    ------------
     and  Section  3.11 ("Licenses/Compliance with Law") shall not be subject to
          -------------
     or  applied  against  the  Indemnity  Cap.

          (d)     To  the  extent that insurance coverage is available to Seller
     to cover any item for which indemnification may be sought hereunder, Seller
     shall  use  commercially reasonable efforts and proceed on a good faith and
     timely basis to seek to recover such amounts as may be available thereunder
     for  a period of 120 days and shall only seek indemnification against Buyer
     in  the  event  that  such  recovery  is not paid within 120 days after the
     insurance  claim  is first made or coverage is denied or is insufficient to
     satisfy  the


<PAGE>
     claim.  To  the extent Buyer indemnifies Seller on any claim referred to in
     the  previous  sentence,  Seller shall to the extent applicable, (i) pay to
     Buyer  the  amount  received from such insurance company or any other third
     party  up  to  the  amount  paid  to  Seller  by Buyer with respect to such
     indemnification claim; and (ii) assign to Buyer, to the extent permissible,
     its claims against such insurance company or other third party. If any such
     insurance  or  third  party  claim is not assignable to Buyer, Seller shall
     cause  the Company to commence litigation on behalf of Buyer, provided that
                                                                   --------
     (1) Buyer advances all costs and expenses associated with the litigation of
     such  claim,  and  (2) Seller is satisfied that there is a reasonable basis
     for  the Company to be successful in such claim as reasonably determined by
     legal  counsel  to  Seller.

          (e)     All  amounts  recoverable  by  Seller  from  Buyer  under this
     Article  9 shall be net of tax effects (benefits or detriments) received by
     ----------
     Seller  on  account  of  any liability, loss, damage, or expense subject to
     indemnification  or  receipt  of indemnification payments hereunder. In the
     event the tax effects cannot reasonably be determined with certainty at the
     time  the indemnification payments are otherwise due and payable hereunder,
     Buyer  shall not delay payment hereunder on account of such uncertainty and
     Buyer  and Seller agree to negotiate in good faith a reasonable estimate of
     the  tax  effects  in  order  to  permit  Buyer's  timely  payment  of  all
     indemnification  amounts  hereunder.

          (f)     Notwithstanding  anything  to  the  contrary in this Agreement
     (including  Section  9.7),  Buyer shall have no obligation to indemnify any
                 ------------
     Seller  Indemnified Party for exemplary, consequential, special or punitive
     damages, except solely in the case that any such damages constitute part of
     a  third-party  claim.

          (g)     Notwithstanding  anything  to  the contrary in this Agreement,
     Buyer  shall  have  no obligation to indemnify any Seller Indemnified Party
     for  any  breach  of representation or warranty in this Agreement if Seller
     has  actual  knowledge  of any facts or circumstances underlying the breach
     prior  to  the  Closing  Date.

     9.7     Remedies;  Default;  Notice  and Cure.  If the Closing occurs, each
             -------------------------------------
party acknowledges and agrees that the sole and exclusive remedy with respect to
any  and  all  claims  arising  under  this  Agreement or in connection with the
transactions  contemplated  by  this  Agreement  (but excluding claims under the
Lease Agreement, Employment Agreement, Convertible Note, Security Agreement, and
Registration  Rights  Agreement)  shall  be  pursuant  to  the  indemnification
provisions  set  forth in this Article 9.  No party shall be deemed in breach of
                               ---------
its  obligations  hereunder unless it has received written notice from the other
party of noncompliance with a term or provision of this Agreement specifying the
specific  item of noncompliance and the defaulting party has failed to cure such
noncompliance  within  10  days after receipt of such notice; provided, however,
                                                              --------  -------
that if the nature of such default is such that it cannot be cured solely by the
payment of money and that more than 10 days may be reasonably required to effect
a  cure,  then the defaulting party shall not be deemed to be in default if such
party  shall  commence  such  cure  within  such  10  day  period and thereafter
diligently  and  in  good  faith  prosecutes  such cure to successful completion
within  60  days after receipt of such notice. Any liability for indemnification
under  this  Agreement  will  be  determined  without duplication of recovery by
reason  of  the  state  of  facts  giving rise to the liability constituting the
breach  of  more  than  one  representation,  warranty,  covenant  or agreement.


<PAGE>
     9.8     Payment of Liability.  Any liability of Seller under this Article 9
             --------------------                                      ---------
may  be paid by the surrender for cancellation of shares of the SafeGuard Stock.
For purposes of such payment, each share of SafeGuard Stock so surrendered shall
be deemed to have a value of $1.30 per share.  Accordingly, for purposes of this
Article  9,  the  amount  of  any  such payment shall be the number of shares of
----------
SafeGuard Stock so surrendered times $1.30.  If Seller elects not to satisfy its
liability under this Article 9 with shares of SafeGuard Stock, the sole recourse
                     ---------
for  the  Buyer  Indemnified Parties against Seller shall be to set-off Seller's
liability against future payments under the Convertible Note, in accordance with
Section  9.9. Any liability of Buyer under this Article 9 shall be paid in cash.
------------                                    ---------

     9.9     Limited Right of  Set-Off. The sole recourse of a Buyer Indemnified
             -------------------------
Party  to  satisfy  Seller's  liability under this Article 9 for indemnification
                                                   ---------
claims  that  are subject to the Indemnity Cap under Section 9.5(c), but not for
                                                     --------------
indemnification  claims  not  subject to the Indemnity Cap, will be for Buyer to
set  off the claim against payments due under the Convertible Note in accordance
with  this  section.  Buyer  shall  not  set-off  against payments due under the
Convertible  Note the amount of any liability of Seller to the Buyer Indemnified
Parties,  unless  both  of  the  following  occur:  (i)  Seller's  obligation to
indemnify  a Buyer Indemnified Party is finally determined by agreement of Buyer
and  Seller  or by a court, the Arbitrators or other trier of fact in accordance
with  Section  12.4  and  (ii)  Buyer  gives Seller at least ten (10) days prior
      -------------
written  notice  of  its  intent  to exercise its set-off right.  If at any time
while  the  Convertible  Note is outstanding any Buyer Indemnified Party makes a
timely  claim  for  indemnification by Seller pursuant to Section 9.2, Buyer may
                                                          -----------
elect  to  make  any  payments due under the Convertible Note, after making such
claim until a final non-appealable decision of a court, the Arbitrators or other
trier  of  fact, to an escrow account (the "Escrow Account").  The parties will,
                                            --------------
within  10  days  of Seller's receipt of the claim, select a mutually acceptable
escrow  agent for the Escrow Account.  If the parties cannot agree on the choice
of  an escrow agent within such 10-day period, they will within a further 10-day
period,  select  by  lot  a  nationally recognized bank in Tampa, Florida (after
excluding  their  respective regular banks) to serve as the escrow agent for the
Escrow  Account.  The  parties  will  enter  into an escrow agreement providing,
among  other  things,  for  the  release  of  the funds in the Escrow Account in
accordance  with  the  parties'  mutual agreement or direction of the court, the
Arbitrators or other trier of fact pursuant to a final non-appealable order, and
for  standard  indemnification  of  the  escrow  agent.

                                   ARTICLE 10
                          TERMINATION; NON-SOLICITATION

     10.1     Termination.  This  Agreement  may  be  terminated  prior  to  the
              -----------
Closing  Date:

          (a)     by  Seller, if Buyer has not filed an application for approval
     of  change  of  control  of  the  Company  with  the  Florida Department of
     Insurance  within  30  days  after  the  date  of  this  Agreement  that it
     reasonably believes is fully and properly completed, or does not as soon as
     practicable  provide  any  supplemental  materials requested by the Florida
     Department  of  Insurance;

          (b)     by  Seller  at  any  time  after one hundred twenty (120) days
     after  the  Florida  Department  of  Insurance has accepted as complete the
     application  for  approval  of  the  change  of control of the Company (the
     "Approval  Date")  if  the Closing has not occurred
      --------------


<PAGE>
     on  or before such date; provided that neither Seller nor the Company is in
                              --------
     default under, or breach or violation of, any material covenant, agreement,
     representation or warranty made by it in this Agreement (and in the case of
     a breach of a representation or warranty, the breach has a Material Adverse
     Effect  on Seller or the Company). Seller will not be entitled to terminate
     this  Agreement  pursuant  to  this  Section  10.1(b)  if:  (i) the Florida
                                          ---------------
     Department  of  Insurance  has approved the application for approval of the
     change of control of the Company before the Approval Date, (ii) the parties
     schedule  the  Closing  for the last Business Day of the month in which the
     Florida  Department  of  Insurance  grants such approval in accordance with
     Section  6.1,  and  (iii)  the  Closing  occurs  on  such  day;
     ------------

          (c)     by  Buyer  at  any time after the Approval Date if the Closing
     has  not  occurred  on  or  before such date; provided that Buyer is not in
                                                   --------
     default under, or breach or violation of, any material covenant, agreement,
     representation or warranty made by it in this Agreement (and in the case of
     a breach of a representation or warranty, the breach has a Material Adverse
     Effect  on  Buyer);

          (d)     by  Seller  or Buyer at any time if an order is entered by any
     court or governmental agency having jurisdiction enjoining Buyer or Seller,
     respectively,  from  consummating  the  transaction  contemplated  by  this
     Agreement and such order shall not have been vacated, reversed or withdrawn
     on  or  before  the earlier of (i) the sixtieth day after the date on which
     such  order  was  first  issued  or  (ii)  the  Approval  Date;

          (e)     by  Seller  or  Buyer,  if  (i) any material representation or
     warranty  of the other hereunder shall not have been true and correct as of
     the  time  at  which made (and in the case of a breach of representation or
     warranty  by  a  party,  the  breach  had  a Material Adverse Effect on the
     party),  or  (ii)  material default shall be made by the other hereunder in
     the  due  and  timely observance or performance of any of its covenants and
     agreements herein contained, in either event only if such representation or
     warranty cannot be made true and correct or such default cannot be cured on
     or  prior  to  the  earlier of (1) the 15th day after the non-defaulting or
     non-breaching  party  notifies  the  other  in  writing  of such default or
     breach, specifying the nature thereof, or (2) the Approval Date. Seller and
     the  Company  shall  be  considered  a  single  party  for purposes of this
     Section10.1(e);
     --------------

          (f)     by Seller or Buyer, if the Florida Department of Insurance has
     not  approved  the  application  for  approval  of change of control of the
     Company  within  one  hundred  eighty  (180)  days  after  the date of this
     Agreement,  provided  that  the  party desiring to terminate this Agreement
                 --------
     pursuant  to  this  Section  10.1(f) has complied with all obligations with
                         ----------------
     respect  to  furnishing  information  required by the Florida Department of
     Insurance  in  connection  with  the  application for approval of change of
     control  of  the  Company;  or

          (g)     by  mutual  written agreement by Seller and Buyer at any time.

     In  the  event  of  the termination of this Agreement by Seller pursuant to
Section  10.1(a), Section 10.1(b), Section 10.1(e), or Section 10(f) above or by
---------------- ----------------  ---------------     -------------
Buyer pursuant to Section 10.1(c), Section 10.1(e), or Section 10.1(f) above and
                  ---------------  ---------------     ---------------
such  termination  is a result of the other party


<PAGE>
having  engaged  in  a  failure to perform any of its material obligations under
this  Agreement  or  a  material  misstatement of any representation or warranty
contained  in this Agreement, then Seller or Buyer, as the case may be, shall be
entitled  to  recover  from  the  other  party  the full amount of all costs and
expenses,  including  without  limitation  attorneys  and  accountants  fees and
expenses,  incurred  in  connection  with  this  Agreement  and the transactions
contemplated  by  this  Agreement  as  damages  in addition to any and all other
relief  and  remedies  to  which such party may be entitled. In the event of the
termination  of  this  Agreement  by  the parties in all other cases, each party
shall  be  responsible  for  the  full amount of all his/its costs and expenses,
including  without  limitation  attorneys  and  accountants  fees  and expenses,
incurred  in  connection with this Agreement and the transaction contemplated by
this  Agreement.

     10.2     Non-Solicitation.  In  the  event  of  the  termination  of  this
              ----------------
Agreement,  Buyer  agrees  that neither Buyer nor any Affiliate of Buyer nor any
director,  officer,  employee  or agent of Buyer (i) will persuade or attempt to
persuade  United  HealthCare,  WellCare, StayWell, Neighborhood Health Partners,
Healthease,  Preferred  Medical  Plan,  Humana  Health Plan, or America's Health
Choice  (collectively,  the  "Customers"),  to  cease  to  do  business with the
                              ---------
Company,  reduce  the  amount of business that it historically has done with the
Company,  or  otherwise  adversely  alter  its  business  relationship  with the
Company, or (ii) accept or conduct any business within the State of Florida with
any  such  Customer  for  a period of twenty-four (24) months, commencing on the
date  of  the  termination  of  this  Agreement.

                                   ARTICLE 11
                               CERTAIN DEFINITIONS

     When  used  in  this Agreement, the following terms in all of their tenses,
cases  and  correlative  forms  shall have the meanings assigned to them in this
Article  11,  or  elsewhere  in  this Agreement as indicated in this Article 11:
-----------                                                          ----------

     "AAA"  is  defined  in  Section  12.4(a).
      ---                    ----------------

     "Accounting Firm" shall mean Deloitte &  Touche,  LLP or another nationally
      ---------------
     recognized  independent  accounting  firm  mutually  agreeable to Buyer and
     Seller.

     "Affiliate"  of  any  Person  means any other Person directly or indirectly
      ---------
     controlling,  controlled  by,  or  under common control with the referenced
     Person,  and  any  officer,  director or general partner of such referenced
     Person.

     "Agreement"  means  this  Stock  Purchase  Agreement.
      ---------

     "Approval  Date"  is  defined  in  Section  10.1(b).
      --------------                    ----------------

     "Arbitrators"  is  defined  in  Section  12.4.
      -----------                    -------------

     "Business  Day"  means  any  day of the year other than (i) any Saturday or
      -------------
     Sunday  or  (ii)  any  other  day  on which banks located in Tampa, Florida
     generally  are  closed  for  business.


<PAGE>
     "Buyer"  means  SafeGuard Health Enterprises, Inc., a Delaware corporation.
      -----

     "Buyer  Indemnified  Parties"  is  defined  in  Section  9.2.
      ---------------------------                    ------------

     "Closing"  and  "Closing  Date"  are  defined  in  Section  6.1.
      -------         -------------                     ------------

     "Code"  means  the United States Internal Revenue Code of 1986, as amended,
      ----
     and  the  regulations  thereunder.

     "Commission"  means  the  Securities  and  Exchange Commission or any other
      ----------
     federal  agency  at  the  time  administering  the  Securities  Act.

     "Common  Stock" means the Common Stock, $.01 par value per share, of Buyer.
      -------------

     "Company"  means  Paramount  Dental  Plan,  Inc.,  a  Florida  corporation.
      -------

     "Company  Balance  Sheet"  is  defined  in  Section  2.8.
      -----------------------                    ------------

     "Company  Balance  Sheet  Date"  is  defined  in  Section  2.8.
      -----------------------------                    ------------

     "Company  Financial  Statements"  is  defined  in  Section  2.8.
      ------------------------------                    ------------

     "Company  Permits"  is  defined  in  Section  2.7.
      ----------------                    ------------

     "Company State Statutory Accounting Principles" is defined in Section 2.25.
      ---------------------------------------------                ------------

     "Company  Statutory  Financial  Statements"  is  defined  in  Section 2.25.
      -----------------------------------------                    ------------

     "Contract"  means  any  commitment,  instrument,  lease,  pledge, mortgage,
      --------
     indenture,  note,  license, agreement, purchase or sale order, contract, or
     similar  arrangement  evidencing  or  creating  any  legally  enforceable
     obligation,  whether  written  or  oral.

     "Conversion  Shares"  is  defined  in  Section  2.29(b).
      ------------------                    ----------------

     "Convertible  Note"  is  defined  in  Section  1.2(b).
      -----------------                    ---------------

     "Customers"  is  defined  in  Section  10.2.
      ---------                    -------------

     "Dentist  Contracts"  is  defined  in  Section  2.15(b).
      ------------------                    ----------------

     "DOL"  is  defined  in  Section  2.17(l).
      ---                    ----------------

     "Employment  Agreement"  is  defined  in  Section  5.1(f).
      ---------------------                    ---------------

     "ERISA"  means  the  Employee  Retirement  Income  Security Act of 1974, as
      -----
     amended,  and  the  regulations  thereunder.


<PAGE>
     "Escrow  Account"  is  defined  in  Section  9.9.
      ---------------                    ------------

     "Exchange  Act"  means  the  Securities  Exchange  Act of 1934, as amended.
      -------------

     "Executive  Officers"  means  Buyer's  President  and  CEO,  Executive Vice
      -------------------
     President and COO, Senior Vice President and CFO, and Senior Vice President
     and  Secretary.

     "GAAP"  means generally accepted accounting principles, as in effect in the
      ----
     United  States  from  time  to  time  and  applied  on  a consistent basis.

     "Governmental  Authority"  means  any  foreign, federal, state, regional or
      -----------------------
     local  authority,  agency,  body,  court  or instrumentality, regulatory or
     otherwise,  which, in whole or in part, was formed by or operates under the
     auspices  of  any  foreign,  federal,  state, regional or local government.

     "Group  Contracts"  is  defined  in  Section  2.15(e).
      ----------------                    ----------------

     "Guaranty"  is  defined  in  Section  5.1(n).
      --------                    ---------------

     "HMO"  means  a  health  maintenance  organization.
      ---

     "HMO  Contracts"  is  defined  in  Section  2.15(d).
      --------------                    ----------------

     "Indemnification  Threshold"  is  defined  in  Section  9.5(b).
      --------------------------                    ---------------

     "Indemnitee"  and  "Indemnitor"  are  defined  in  Section  9.4.
      ----------         ----------                     ------------

     "Indemnity  Cap"  is  defined  in  Section  9.5(c).
      --------------                    ---------------

     "Individual  Contracts"  is  defined  in  Section  2.15(f).
      ---------------------                    ----------------

     "Interim  Financial  Statements"  is  defined  in  Section  4.2.
      ------------------------------                    ------------

     "IRS"  means  the  Internal  Revenue  Service.
      ---

     "Knowledge"  in  respect  of:  (i)  Seller  means  the  actual knowledge of
      ---------
     Nicholas  M. Kavouklis, DMD, Richard A. Caulley, and Steve Gionis; and (ii)
     Buyer  means  the  actual  knowledge  of  Buyer's  Executive  Officers.

     "Law"  means  any  common  law  and  any federal, state, regional, local or
      ---
     foreign  law,  statute,  ordinance,  rule,  regulation  or  order.

     "Lease  Agreement"  is  defined  in  Section  5.1(h).
      ----------------                    ---------------

     "Lease  Start  Date"  is  defined  in  Section  7.5.
      ------------------                    ------------


<PAGE>
     "Lien"  means  any  mortgage,  lien, pledge, charge, easement, encumbrance,
      ----
     security  interest,  adverse claim, option, rights of third parties, or any
     other  title defect, transfer restriction or other restriction of any kind.

     "Losses"  means  any  liability,  damage,  deficiency,  cost  or  expense,
      ------
     including  reasonable  attorney,  technical,  engineering,  laboratory,
     accounting  and  report  fees.

     "Material  Adverse  Effect"  means an event that is likely to be materially
      -------------------------
     adverse  to the business, financial condition or results of operations of a
     party  taken  as  a  whole  or  any  effect that is likely to be materially
     adverse  to  the  ability  of  a  party  to  consummate  the  transactions
     contemplated by, or to perform any obligations under, this Agreement or any
     Related  Agreement; provided, however, that the following shall be excluded
                         --------  -------
     from the definition of "Material Adverse Effect" and from any determination
     as  to  whether such Material Adverse Effect has occurred or may occur: the
     effects  of  changes  that  are  generally  applicable  to  (i)  any effect
     resulting from the economy or financial markets in general, (ii) conditions
     generally  affecting  industries  in which the party participates, or (iii)
     any  effect  related to, or caused by, the execution of this Agreement, the
     transactions  contemplated  hereby  or  by  the  Related  Agreements or the
     announcement  of  this  Agreement  (including the identity of Buyer) or the
     transactions  contemplated thereby. The Company's loss of customers between
     the date of this Agreement and the Closing Date that constitute 50% or less
     of  its  projected revenue in the 2002 calendar year from the HMO Contracts
     will not constitute a Material Adverse Effect on the Company. The Company's
     loss  of  customers between the date of this Agreement and the Closing Date
     that constitute more than 50% of its projected revenue in the 2002 calendar
     year  from  the HMO Contracts resulting from a termination of HMO Contracts
     will constitute a Material Adverse Effect on the Company, provided that for
                                                               --------
     purposes  of  calculating  the amount of lost projected revenue in the 2002
     calendar  year resulting from terminated HMO Contracts, the Company will be
     entitled  to include additional projected revenue in the 2002 calendar year
     pursuant  to  any  new  HMO  Contracts  entered into after the date of this
     Agreement  and  approved  by  Buyer  pursuant  to  Section  4.3(d)(ii).
                                                        -------------------

     "Merger"  is  defined  in  Section  7.6.
      ------                    ------------

     "New  Office"  is  defined  in  Section  7.5.
      -----------                    ------------

     "Paramount  Properties"  means Paramount Properties, LLC, a Florida limited
      ---------------------
     liability  company.

     "PBGC"  means  the  Pension  Benefit  Guaranty  Corporation.
      ----

     "Pension  Plan"  is  defined  in  Section  2.16.
      -------------                    -------------

     "Permitted Liens" means (i) Liens for current taxes and assessments not yet
      ---------------
     due  and  payable  or  being  contested  in  good  faith  by  appropriate
     proceedings,  (ii) Liens imposed by law and incurred in the ordinary course
     of  business  for  obligations  not  yet  due  to


<PAGE>
     carriers,  warehousemen,  laborers,  materialmen  or  the  like  or  being
     contested  in good faith by appropriate proceedings, (iii) Liens in respect
     of  pledges or deposits under workers' compensation laws, (iv) with respect
     to  real  property,  zoning ordinances (if any), (v) with respect to leased
     real  property,  landlord  liens,  or  (vi) with respect to leased personal
     property,  Liens  arising  under  original purchase price conditional sales
     contracts  and  equipment  leases  with  third  parties entered into in the
     ordinary  course  of  business.

     "Person" means an individual, a corporation, a limited liability company, a
      ------
     partnership,  a  trust,  an unincorporated association, a government or any
     agency,  instrumentality  or  political subdivision of a government, or any
     other  entity  or  organization.

     "Pledge  Agreement"  is  defined  in  Section  5.1(i).
      -----------------                    ---------------

     "Pledged  Shares" means all of the issued and outstanding shares of capital
      ---------------
     stock  of Safeguard Florida, as well as any additional shares issued during
     the  term  of  the  Pledge  Agreement.

     "PPO"  means  a  preferred  provider  organization.
      ---

     "Purchase  Price"  is  defined  in  Section  1.2.
      ---------------                    ------------

     "Real  Property  Leases"  is  defined  in  Section  2.13.
      ----------------------                    -------------

     "Receivables"  is  defined  in  Section  2.18.
      -----------                    -------------

     "Registration  Rights  Agreement"  is  defined  in  Section  5.1(g).
      -------------------------------                    ---------------

     "Related Agreements" means the Contracts that are to be entered into at the
      ------------------
     Closing  or  otherwise  pursuant  to  this  Agreement,  and  includes  the
     Convertible  Note,  Pledge  Agreement,  Registration  Rights  Agreement,
     Employment  Agreement,  Security  Agreement, Lease Agreement, and Guaranty.

     "SafeGuard  Florida"  means  SafeGuard  Health  Plans,  Inc.,  a  Florida
      ------------------
     corporation.

     "SafeGuard  Stock"  is  defined  in  Section  1.2(c).
      ----------------                    ---------------

     "SEC"  is  defined  in  Section  2.29(b).
      ---                    ----------------

     "SEC  Reports"  is  defined  in  Section  3.8.
      ------------                    ------------

     "Securities  Act"  means  the  Securities  Act  of 1933, as amended, or any
      ---------------
     similar  federal  statute,  and the rules and regulations of the Commission
     thereunder,  in  effect  at  the  time.

     "Security  Agreement"  is  defined  in  Section  5.1(j).
      -------------------                    ---------------

     "Seller"  means  Nicholas  M.  Kavouklis,  DMD.
      ------


<PAGE>
     "Seller  Indemnified  Parties"  is  defined  in  Section  9.3.
      ----------------------------                    ------------

     "Shares"  means  (a)  the  800  shares  of common stock, $.01 par value per
      ------
     share, of the Company held of record by Seller and (b) any shares of common
     stock,  $.01 par value per share, of the Company issued to Seller after the
     execution  of  this  Agreement  and  prior  to  the  Closing.

     "Stay  Bonuses"  is  defined  in  Section  4.3(a)(vi).
      -------------                    -------------------

     "Straddle  Period"  is  defined  in  Section  8.6(c).
      ----------------                    ---------------

     "Tax"  and  "Taxes" means all taxes, charges, fees, duties, levies or other
      ---         -----
     assessments, including without limitation, income, gross receipts, premium,
     net  proceeds, ad valorem, turnover, real and person property (tangible and
     intangible),  sales, use, franchise, excise, value added, license, payroll,
     unemployment,  environmental,  customs  duties,  capital stock, disability,
     stamp,  leasing,  lease, user, transfer, fuel, excess profits, occupational
     and  interest  equalization,  windfall  profits,  severance  and employees'
     income  withholding  and Social Security taxes imposed by the United States
     or  any  foreign  country  or  by  any  state, municipality, subdivision or
     instrumentality  of  the  United States or of any foreign country or by any
     other  tax  authority, including all applicable penalties and interest, and
     such  term  shall  include  any  interest,  penalties  or  additions to tax
     attributable  to  such  taxes.

     "Tax  Claim  Notice"  is  defined  in  Section  8.6(g).
      ------------------                    ---------------

     "Tax  Indemnification Period" means the period (including all prior taxable
      ---------------------------
     years)  ending  on  and including the Closing Date. For any taxable year of
     the  Company  that  does not end on, and would otherwise extend beyond, the
     Closing  Date,  there  shall  be  a deemed short taxable year ending on and
     including the Closing Date and a second deemed short taxable year beginning
     on  and  including the day after the Closing Date. The allocation of income
     and  deductions  between the deemed short taxable years shall be based on a
     closing  of  the  books  as  of  the  end  of  the  Closing  Date.

     "Tax  Liability  Issue"  is  defined  in  Section  8.6(g).
      ---------------------                    ---------------

     "Tax  Return"  means  all  federal,  state,  local  and  foreign  reports,
      -----------
     estimates,  declarations  of  estimated  tax,  information  statements  and
     returns  relating to, or required to be filed in connection with any Taxes.

     "Tax  Statute  of Limitations Date" means the close of business on the 30th
      ---------------------------------
     day after the expiration of the applicable statute of limitations or period
     for  assessment with respect to Taxes, including any extensions thereof (or
     if  such  date  is  not  a  Business  Day,  the  next  Business  Day).


<PAGE>
     "Tax  Warranty"  means  a  representation  or  warranty  in Section 2.17 or
      -------------                                              ------------
     Section  2.24  in  the  case of Seller or Section 3.9 in the case of Buyer.
     -------------                             -----------


                                   ARTICLE 12
                     CONSTRUCTION; MISCELLANEOUS PROVISIONS

     12.1     Notices.  All  notices  required to be given or delivered pursuant
              -------
to  this  Agreement  shall  be  in  writing,  and shall be given or delivered as
follows:

              If  to  Seller,  addressed  as  follows:

                    Nicholas  M. Kavouklis, DMD
                    1102  West Cass Street
                    Tampa, Florida  33606
                    Facsimile  Number:  (813) 221-0371

              With  a  copy  to:

                    Hill,  Ward  &  Henderson,  P.A.
                    101  East  Kennedy Boulevard, Suite 3700
                    Tampa,  Florida 33602
                    Attention:  David S. Felman, Esq.
                    Facsimile  Number:  (813) 221-2900

              If  to  Buyer,  addressed  as  follows:

                    SafeGuard  Health  Enterprises,  Inc.
                    95  Enterprise, Suite  100
                    Aliso  Viejo, California  92656-2605
                    Attn:  James  E.  Buncher
                           President and Chief Executive  Officer
                    Facsimile  Number:  (949)  425-4101

              With  a  copy  to:

                    SafeGuard  Health  Enterprises,  Inc.
                    95  Enterprise, Suite 100
                    Aliso  Viejo, California 92656-2605
                    Attn:  Ronald I. Brendzel
                           Senior Vice President and General Counsel
                    Facsimile  Number:  (949)  425-4586

              And  with  a  copy  to:

                    Strasburger & Price, LLP


<PAGE>
                    901 Main Street, Suite 4300
                    Dallas, Texas  75209
                    Attn:   David R. Meyercord, Esq.
                    Facsimile  Number:  (214) 651-4330

              If to the Company, addressed as follows:

                    Paramount Dental Plan, Inc.
                    1102 West Cass  Street
                    Tampa, Florida  33606
                    Attention:  Nicholas M. Kavouklis, DMD
                    Facsimile Number:  (813) 229-2323

or  in any case, to such other address for a party as to which notice shall have
been  given  to  Buyer,  Seller and the Company in accordance with this Section.
Notices  so  addressed  shall  be deemed to have been duly given (i) on the next
Business  Day  following the documented acceptance thereof for next-day delivery
by  a  national  overnight  air  courier  service,  if  so  sent,  or  (ii) upon
confirmation  of  receipt  at  the  number specified above if sent by facsimile.
Otherwise, notices will be deemed given when received at the designated address.
The  original  document  of  any  notice sent by facsimile shall be delivered by
national  overnight  air  courier  service.

     12.2     Entire  Agreement.  This  Agreement,  and the documents, schedules
              -----------------
and  exhibits  executed  or  delivered  in  connection  herewith, constitute the
exclusive  statement  of  the  agreement among the parties hereto concerning the
subject  matter  hereof,  and  supersede  all  other  prior  agreements  and
negotiations,  whether  oral  or  written,  among  or between any of the parties
hereto  concerning  such  subject  matter.  There  are  no  representations,
warranties, promises, understandings or agreements, oral or written, in relation
to  the  subject  matter hereof among or between any of the parties hereto other
than  those  expressly set forth or expressly incorporated in this Agreement, or
the  documents,  schedules  and  exhibits  executed  or  delivered in connection
herewith.

     12.3     Modification and Waiver.  No amendment, modification, or waiver of
              -----------------------
this  Agreement  or  any  provision  hereof,  including  the  provisions of this
sentence,  shall  be  effective  or enforceable as against a party hereto unless
made  in  a  written instrument which specifically references this Agreement and
which  is  signed  by  the party waiving compliance.  Except as may otherwise be
expressly  provided herein, the failure of any Person to enforce at any time, or
for  any  period of time, any provision of this Agreement shall not be construed
as  a  waiver  of  any  provision  of this Agreement or of the right of any such
Person  to  enforce each and every provision of this Agreement, and no single or
partial  exercise  of  any  right  hereunder shall preclude any other or further
exercise  of  that  or  any  other  right.

     12.4     Dispute  Resolution.
              -------------------

          (a)     Unless  and except to the extent otherwise expressly agreed to
     by  the  parties  in writing, in the event of any dispute arising out of or
     related  to  this Agreement or any of the transactions contemplated hereby,
     the  parties  shall  be required to enter into mediation of such dispute or
     disagreement for a minimum of five (5) hours prior to the


<PAGE>
     initiation  of  any  action or proceeding against the other. Upon notice by
     either  party to the other of the initiating party's desire to mediate, the
     parties  shall  endeavor  to  settle  the  dispute  by  mediation under the
     then-current  procedure  for mediation of business disputes of the American
     Arbitration Association ("AAA"). The location for the mediation shall be in
                               ---
     Atlanta, Georgia, and the neutral third party will be selected from the AAA
     Panel of Neutrals applicable to such geographical area and disputed matter.
     If  the  parties  encounter  difficulty in agreeing on a Neutral, they will
     seek the assistance of AAA in the selection process. A mediation proceeding
     shall  thereafter be scheduled at a time mutually convenient to the parties
     involved,  and  each  party  must  present  to the Neutral at or before the
     commencement  of  the  proceeding  written  evidence  of the full power and
     authority  of  its  officer  or  representative to compromise or settle all
     matters  in  dispute.  The  mediation shall be held within thirty (30) days
     following  the  notification  by  a party of a desire for mediation. If the
     parties  cannot  agree on a date for mediation, then the AAA shall select a
     date  it  believes  is reasonable for the parties, given all of the alleged
     conflicts  in  dates.  The  parties  shall  equally  share  the cost of the
     mediator.  Each  party  in  the mediation proceeding shall submit a written
     statement  of  their position to each other and to the Neutral prior to the
     date  of the hearing. All conduct, offers, promises and statements, whether
     oral  or  written,  made  in  the course of the mediation by any party, the
     attorney  of  any  party,  the  mediator  or  any  other participant in the
     mediation  shall  be  confidential,  privileged  and  inadmissible  for any
     purpose,  including  impeachment,  in  any arbitration, litigation or other
     proceeding  involving  the  parties;  provided  that  any  evidence that is
                                           --------
     otherwise  inadmissible  or discoverable shall not be rendered inadmissible
     or  non-discoverable  as a result of its use in the mediation. If any party
     fails to take any action within the time required under this subsection and
     fails  to  cure  the same within ten (10) days after written notice of such
     failure is provided to such party, any other party may commence arbitration
     proceedings  with respect to such matter. Time shall be of the essence with
     respect  to  each  action  to  be  taken  under  this  subsection.

          (b)     Should  the  parties  be  unable  to  agree  concerning  the
     resolution  of  any  disputed  items  pursuant to subsection (a) above, any
     party  may promptly apply to the American Arbitration Association under its
     Commercial  Arbitration  Rules  for the immediate appointment of a panel of
     three  (3) arbitrators (the "Arbitrators"). The location of the arbitration
     shall be Atlanta, Georgia and the Arbitrators will be selected from the AAA
     Panel of Neutrals applicable to such geographical area and disputed matter.
     Discovery  shall  be completed in four (4) months and the Arbitrators shall
     proceed to conduct an evidentiary hearing in accordance with the Commercial
     Arbitration  Rules  of  the American Arbitration Association to resolve the
     disputed  items or determine the damages. The Arbitrators shall conduct the
     proceeding  and  make  procedural  and  evidentiary  rulings  and  resolve
     discovery  disputes.  The  Arbitrators shall be the finder of fact and have
     sole  responsibility  and  jurisdiction  to  render a decision based on the
     evidence received. The Arbitrators shall, within thirty (30) days after the
     submission  of evidence, render a written decision on each disputed item or
     claimed  damages  to  Buyer  and  Seller,  setting  forth  the terms of the
     Arbitrators'  decision,  which  will be final and binding on the parties to
     this  Agreement, absent fraud or evident mistake. Such arbitration shall be
     the  exclusive  dispute resolution mechanism under this Agreement. Judgment
     may  be  entered  upon such award in any court having jurisdiction thereof.
     Seller, as one party, and Buyer, as the other party, will share equally the
     total  expenses


<PAGE>
     (excluding  legal  fees)  of  the  arbitration. The prevailing party in the
     arbitration  shall be entitled to recover its reasonable legal fees, costs,
     and  expenses.

          (c)     This  Agreement  shall  be governed by and construed under the
     laws  of  the  State  of  Florida,  without  regard  to  conflict  of  laws
     principles.

     12.5     Binding  Effect.  This  Agreement  shall be binding upon and shall
              ---------------
inure  to  the  benefit  of  Buyer,  Seller,  and  the respective successors and
permitted  assigns  of  Buyer  and  Seller.

     12.6     Headings.  The article and section headings used in this Agreement
              --------
are  intended solely for convenience of reference, do not themselves form a part
of  this  Agreement,  and  may  not  be  given  effect  in the interpretation or
construction  of  this  Agreement.

     12.7     Number  and  Gender.  Whenever  the  context  requires  in  this
              -------------------
Agreement,  the  masculine  gender  includes  the feminine or neuter, the neuter
gender  includes  the  masculine  or  feminine, the singular number includes the
plural,  and  the  plural  number  includes  the  singular.

     12.8     Counterparts.  This  Agreement  may  be  executed and delivered in
              ------------
multiple  counterparts,  each  of  which shall be deemed an original, and all of
which  together  shall  constitute  one  and  the  same  instrument.

     12.9     Third  Parties.  Except  as  may  otherwise  be  expressly  stated
              --------------
herein,  no  provision  of  this  Agreement is intended or shall be construed to
confer  on  any  Person,  other  than  the parties hereto, any rights hereunder.

     12.10     Schedules and Exhibits.  The schedules and exhibits referenced in
               ----------------------
this  Agreement  constitute  an  integral  part  of  this  Agreement as if fully
rewritten  herein.  All  references in this document to "this Agreement" and the
terms  "herein,"  "hereof,"  "hereunder" and the like shall be deemed to include
all  of  such  schedules  and  exhibits.

     12.11     Time Periods.  Any action required hereunder to be taken within a
               ------------
certain  number  of  days  shall,  except as may otherwise be expressly provided
herein, be taken within that number of calendar days; provided, however, that if
                                                      --------  -------
the  last  day  for taking such action falls on a Saturday, a Sunday, or a legal
holiday, the period during which such action may be taken shall automatically be
extended  to  the  next  Business  Day.

     12.12     No  Strict  Construction.  The  parties to this Agreement and the
               ------------------------
Related  Agreements  participated  jointly  in  negotiating  and  drafting  such
agreements.  In  the  event  of  an  ambiguity  or  question  of  intent  or
interpretation,  this  Agreement and the Related Agreements will be construed as
if  drafted jointly by the parties to this Agreement and the Related Agreements,
as the case may be, and no presumption or burden of proof will arise favoring or
disfavoring  any  party  by  virtue  of  authorship  of  any  of its provisions.

            [The remainder of this page is intentionally left blank.]


<PAGE>
                            STOCK PURCHASE AGREEMENT

                              BUYER SIGNATURE PAGE

     The  undersigned  execute  the Stock Purchase Agreement and authorizes this
signature  page to be attached to a counterpart of the Agreement executed by the
other  parties  to  the  Agreement.

Executed as of the day and year first above written.


                                       BUYER:

                                       SAFEGUARD  HEALTH  ENTERPRISES,  INC.,
                                       a  Delaware  corporation



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


                                       By:       /s/  Stephen  J.  Baker
                                           -------------------------------------
                                           Stephen  J.  Baker
                                           Executive  Vice  President  and Chief
                                           Operating  Officer


<PAGE>
                            STOCK PURCHASE AGREEMENT

                        SELLER AND COMPANY SIGNATURE PAGE

     The  undersigned  execute  the Stock Purchase Agreement and authorizes this
signature  page to be attached to a counterpart of the Agreement executed by the
other  parties  to  the  Agreement.

Executed as of the day and year first above written.


                                       SELLER:



                                             /s/   Nicholas  M.  Kavouklis
                                       -----------------------------------------
                                       Nicholas  M.  Kavouklis,  DMD



                                       COMPANY:

                                       PARAMOUNT  DENTAL  PLAN,  INC.,
                                       a  Florida  corporation



                                       By:     /s/  Nicholas  M.  Kavouklis
                                           -------------------------------------
                                           Nicholas  M.  Kavouklis,  DMD
                                           President and Chief Executive Officer


<PAGE>