ADMINISTRATIVE SERVICES AGREEMENT


     THIS  ADMINISTRATIVE  SERVICES  AGREEMENT  ("Agreement")  by  and  between
SAFEGUARD  HEALTH  ENTERPRISES,  INC.,  a Delaware corporation, on behalf of its
various  subsidiaries  ("SafeGuard"),  and DENTAL SOURCE OF MISSOURI AND KANSAS,
INC., a Missouri corporation ("Dental Source"), sets forth the terms pursuant to
which  SafeGuard  and  Dental  Source agree to the administration of one or more
individual  and group dental health coverages to be provided to persons eligible
for  such coverage under dental health benefits programs ("Members") paid for by
employers, health and welfare funds, and others ("Group"), and arises out of the
following  circumstances:

                                    RECITALS:

     A.   Dental  Source  is  a Prepaid Dental Plan Organization in the State of
Missouri  and  Kansas  that provides or arranges prepaid dental HMO Products for
its  enrollees  in  geographically  defined  service  areas  ("Service  Areas").

     B.   SafeGuard,  through  its  subsidiaries,  is licensed in various states
to  provide  prepaid  dental  plan  benefits  to  its  enrollees.

     C.   SafeGuard  desires  that  Dental  Source  provide  benefits  to  those
SafeGuard  Members  who  reside  in  Missouri  and  Kansas  based upon SafeGuard
contracts  that  arise  outside  the  State  of  Missouri  and  Kansas.

     D.   Dental  Source  desires  to  provide  prepaid  dental plan benefits to
SafeGuard Members in accordance with the terms and conditions of this Agreement.

     In  consideration  of  the  mutual  promises  set forth herein, the parties
hereto  agree  as  follows:

     1.   PRODUCTS  TO  BE  OFFERED. From time to time SafeGuard will enter into
          -------------------------
a  contract  with  a Group whereby the Group will have employees residing within
the  State  of Missouri and Kansas.  Dental Source agrees to provide services to
SafeGuard  whereby Members will receive prepaid dental plan services from Dental
Source  through  its  providers  within  the  State of Missouri and Kansas.  The
products  currently  being sold by SafeGuard in Missouri and Kansas are attached
to  the  Stock  Purchase  Agreement  entered  into  by  the  parties  hereto
contemporaneously  herewith,  at  Schedule  5.28 (the "Products").  From time to
time,  Dental  Source  may modify, eliminate or add to the Products described in
Schedule  5.28 referred to above upon ninety (90) days advance written notice to
SafeGuard  of  such  changes,  additions  or  deletions.

     2.   ADMINISTRATIVE  AND  OTHER  SERVICES.
          ------------------------------------

          2.1  MARKETING.  SafeGuard  may  in  the  ordinary  course of business
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market  the Products in all states in which its subsidiaries are licensed.  From
time  to  time, instances will arise where a Group with whom SafeGuard contracts
has  Members  residing  in  the  State  of  Missouri  and  Kansas.


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          2.2  ENROLLMENT.
               ----------

               2.2.1     Enrollment.  Dental  Source  will conduct all necessary
                         ----------
enrollment  meetings  for  Members,  and  will obtain enrollment cards for those
persons  to be covered by Dental Source through its relationship with SafeGuard.
Dental  Source  shall  maintain  all  enrollment  information  on  its  system.

               2.2.2     Customer  Service.  Dental  Source  shall  perform  all
                         -----------------
necessary  customer  service to members enrolled in Dental Source through Groups
to  support  the  enrollment  functions.

               2.2.3     Disclosure  Statements.  Dental  Source  shall  be
                         ----------------------
responsible  for  producing  and  distributing  disclosure statements reasonably
necessary  and/or  required  by  law  of  the State of Missouri and Kansas to be
furnished  by  it  to  assure  the  availability  of appropriate information for
enrollees regarding the dental health care services to be provided to Members by
Dental  Source.

          2.3  ELIGIBILITY  LISTING.  SafeGuard  shall  provide  Dental  Source
               --------------------
with  a monthly list of Members by the 20th day of the month preceding the month
of  coverage  for  each  month  this  Agreement  is  in  effect.

          2.4  QUALITY  ASSURANCE  AND  UTILIZATION  REVIEW. Dental Source shall
               --------------------------------------------
have  sole responsibility for the resolution of all grievance lodged by Members,
all  quality  assurance, and all utilization review functions as may be required
by  the State of Missouri and Kansas in connection with Dental Source's license.

          2.5  BILLING  AND  COLLECTION  OF  PREMIUMS.  SafeGuard  shall provide
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all  necessary  services  for  billing  premiums,  reconciling accounts, and the
collection  of  premiums  from Groups not domiciled in the State of Missouri and
Kansas  for  the  Products.

          2.6  REPORTING.
               ---------

               2.6.1     Complaints.  Any  complaints  received  by  one  party
                         ----------
regarding  the  service, coverage or benefits provided by the other party, shall
be  promptly  referred to the appropriate party for resolution.  Each party will
report  to  the  other  the  nature and disposition of such customer complaints.

               2.6.2     Other  Reports.  Administrative  and  other  services
                         --------------
provided  by  one  party  on behalf of the other shall be monitored by the other
through  reports  and  other information exchanged between the parties as agreed
upon  by  the  parties  from  time  to  time.

          2.7  TAXES.  Dental  Source  shall  be  responsible  for reporting and
               -----
paying  all  required  state  premium  income  and  other taxes, assessments and
regulatory  fees  for  Members  enrolled  in  Missouri  and  Kansas.

3.   COMPENSATION  AND  PAYMENT.  SafeGuard  shall  pay  Dental  Source
     --------------------------
seventy-five  percent  (75%)  of  the  premiums that SafeGuard receives from its
groups  for coverage of Members for the Products sold by SafeGuard and for which
Dental  Source  provides  services to SafeGuard Members enrolled in Missouri and


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Kansas.  Such  payment  shall  be  due and payable by SafeGuard to Dental Source
within ten (10) days after Dental Source submits an invoice to SafeGuard for the
services  provided  herein. Dental Source shall be responsible for paying all of
its  own  administrative  expenses  in connection with each Member enrolled, but
shall  not  be  responsible for any broker commission that may be required to be
paid  in connection with any contract for a Group through which such Members are
enrolled.

     4.   PROVIDERS.  Dental  Source  agrees  to  maintain  a  panel  of'
          ---------
participating  dental  providers  consisting of general dentists and specialists
("Providers")  that  is  reasonable adequate to service the need of the Members.
Dental  Source  shall  be  solely  responsible  for  the payment of all provider
compensation  of  any  kind  and  nature due to Providers as a result of members
covered  under  this agreement.  Dental Source shall also be responsible for all
Provider credentialing as may be required under applicable state law.  A copy of
the initial Dental Source Provider list is attached hereto marked Exhibit B. Not
less  frequently  than  fifteen  (15)  days  following  the end of each calendar
quarter,  or  within fifteen (15) days after request by SafeGuard, Dental Source
shall  provide  to  SafeGuard  a  current  list  of  Providers.

     5.   TERM  AND  TERMINATION.  This  Agreement  shall  commence  on  the
          ----------------------
Effective  Date as set forth below, shall remain in effect for a period of three
(3)  years unless terminated earlier upon: (a) SafeGuard's failure to pay Dental
Source,  within  ten  (10)  days  after  written  notice from Dental Source, the
compensation  set  forth  in Paragraph 3, or (b) a material breach by a party of
its  obligations  hereunder,  and  such  breach is not cured by the party within
thirty  (30)  days  after written notice thereof.  Termination of this Agreement
shall  not  terminate  the  rights or liabilities of either party to perform its
obligations  to  the  other party or the obligations of Dental Source to Members
pursuant  to  a  contract  for  any  Product with a Group, for those obligations
arising  during  the  term  of  this  Agreement.

     6.   ARBITRATION.  If  any  dispute  relating  to  this  Agreement  or
          -----------
administration  thereof  arises  which cannot be resolved to the satisfaction or
SafeGuard  and  Dental  Source,  the Parties shall submit the dispute to binding
arbitration.  The  arbitrators are not bound by any rule of law, except that the
arbitration  will  be  conducted  under  the Commercial Arbitration Rules of the
American  Arbitration  Association  then  in  effect.  The  arbitration shall be
conducted  in  Orange  County,  California.  The  parties  shall  share fees and
expenses  of  the arbitrator.  The prevailing party in such arbitration shall be
entitled  to  receive  as  part  of  the arbitrator's award, attorneys' fees and
costs.

     7.   INSOLVENCY/CESSATION  AND  OPERATIONS.  In  addition to the provisions
          ------------------------------------
of  Paragraph  5  above,  this  Agreement  shall  terminate  immediately if: (a)
SafeGuard  becomes  insolvent or ceases operations; or (b) Dental Source becomes
insolvent  or  ceases operations in Missouri or Kansas.  Insolvency or insolvent
shall  mean  a  final  determination  made  by  either  (a) a court of competent
jurisdiction  that SafeGuard or Dental Source is insolvent; or (b) the insurance
authorities  of  an  appropriate jurisdiction declare SafeGuard or Dental Source
insolvent.

     8.   LITERATURE  AND  PUBLICITY.  No  party  will distribute any literature
          --------------------------
or  other  material  or  release  any  publicity or information relating to this


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Agreement  without  the other party's prior written consent, which consent shall
not  be  unreasonably  withheld,  delayed  or  conditioned.

     9.   EXCLUSIVE  AGREEMENT.  For  the  term  of  the  Agreement,  SafeGuard
          --------------------
agrees  to  utilize  Dental Source exclusively to provide the services described
herein  to SafeGuard Members in the State of Missouri and Kansas.  Dental Source
may  contract  with other health care plans and may provide benefits directly to
members in Missouri and Kansas notwithstanding this Agreement.  SafeGuard agrees
not  to  offer for sale or sell any prepaid dental plan in the State of Missouri
and  Kansas  for  the  term  of  this  Agreement.

     10.  CONFIDENTIALITY.  The  parties  will  maintain  a  free  exchange  of
          ---------------
information  regarding  matters  relating  to  this  Agreement.  Each party will
notify  the  other  of  any complaints, inquiries, or litigation with respect to
matters  related to this Agreement and shall cooperate and assist in the defense
of such matters.  Each party shall allow the other to audit such parties records
related  to  this Agreement.  All information provided by one party to the other
hereunder  shall  be treated by the other party, its agents, officers, employees
and  representatives,  in  a  confidential  manner,  and  in compliance with all
applicable  state  and  federal  laws.  Each  party  agrees  to  prevent  the
unauthorized  disclosure  of  any  such  information.  Each party agrees to keep
confidential  all  non-public  information  regarding  the  other  party  or its
activities  that  it  obtains  pursuant  to this Agreement.  Further, each party
agrees to maintain the confidentiality of individual medical records and related
information  as  required  by each party's established policies and practices or
required  by  law.  Each  party  may,  however,  disclose otherwise confidential
information to any state or federal regulatory agency when required by law.  Any
breach  of  the terms of this covenant shall be deemed a material breach of this
Agreement.  In  the  event  of  any  such  breach,  the aggrieved party shall be
entitled  to  seek  an  injunction  restraining  the  other  from disclosing any
confidential  information,  and  to pursue any other legal remedies available to
such  party  for  any  actual  or  threatened  breach.  This  covenant regarding
confidentiality  shall  survive  the  termination  of  this  Agreement.

     11.  INSURANCE.  Each  party,  at  its sole expense, shall maintain in full
          ---------
force  and  effect,  insurance to provide at least the following protection: (a)
bodily  injury  and  property  damage  with  limits of not less than One Million
Dollars ($1,000,000); and (b) errors and omissions liability which Dental Source
will use its best efforts to obtain during the term of the Agreement with limits
to be determined by mutual agreement by the parties hereto; (c) multi-perils all
risk  insurance  including contents, and valuable papers with limits of not less
than  One  Million  Dollars ($1,000,000); workers' compensation and unemployment
insurance  of  types  and  levels  required  by applicable laws and regulations.

     12.  ACCESS  TO  BOOKS  AND  RECORDS.  Each  party  shall make available to
          ------------------------------
the  other  all  of its books and records relating to this Agreement, and to any
regulatory  agency  having  jurisdiction  over  the  parties  for the purpose of
inspection,  examining  and  copying: (a) at all reasonable times, (b) in a form
maintained  in  accord  with  the  general  standards applicable to such book or
record  keeping,  and  for  the  duration of this Agreement plus thirty-six (36)
months,  or,  if  longer,  as  required  by  applicable  state  law.


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     13.  MISCELLANEOUS  PROVISIONS.
          -------------------------

          13.1 AMENDMENT.  This  Agreement  may  be  amended  only  by  written
               ---------
agreement  signed  by  both  parties  hereto.

          13.2 AUTHORIZATION  OF  AGREEMENT.  All  parties  represent  and
               ----------------------------
warrant,  each  to  the other, that the execution and delivery of this Agreement
has,  if such is required, been duly authorized by all necessary action of their
respective  shareholders,  partners, owners or governing boards, as the case may
be.

          13.3 COSTS.  Except  or  otherwise  provided  in  this Agreement, each
               -----
party  shall  bear  the  cost  of  its  legal,  accounting, consulting and other
services  necessary  to  comply  with  its  duties  and  obligations  under this
Agreement.

          13.4 COUNTERPARTS.  This  Agreement  may  be  executed  simultaneously
               ------------
in  any  number  of counterparts, each of which shall be deemed an original, but
all  of  which  together  shall  constitute  one  and  the  same  instrument.

          13.5 ENTIRE  AGREEMENT.  This  Agreement  (together  with any exhibits
               ----------------
attached  hereto)  constitutes  the  entire agreement between the parties hereto
pertaining  to  the  subject  matter  hereof  and  supersedes  all  prior  and
contemporaneous  agreements,  understandings,  negotiations  and  discussions,
whether  oral  or  written,  of  the  parties,  and  there  are  no  warranties,
representations  or  other agreements between the parties in connection with the
subject matter hereof except as specifically set forth herein.  No changes in or
additions  to  this  Agreement shall be recognized unless incorporated herein by
amendment, as provided herein, such amendment(s) to become effective on the date
stipulated  in  such  amendment(s).

          13.6 FORCE  MAJEURE.  Neither  party  shall  be liable or be deemed in
               -------------
breach  of this Agreement for any failure or delay of performance which results,
directly  or  indirectly,  from acts of God, civil or military authority, public
disturbance,  accidents, fires, or any other cause beyond the reasonable control
of  either  party.

          13.7 FURTHER  ASSURANCES.  The  parties  hereto,  at any time and from
               ------------------
time  to  time,  will execute and deliver such further instruments and take such
further action as may reasonably be requested by the other party hereto in order
to  cure  any  defects  in  the  execution and delivery of, or to comply with or
accomplish,  the  covenants  and  agreements  contained  in  this  Agreement.

          13.8 GOVERNING  LAW.  The  validity,  interpretation  and  performance
               -------------
of  this  Agreement  shall be governed by and constructed in accordance with the
laws  of  the  State  of  Missouri.

          13.9 HEADINGS.  The  headings  of  this  Agreement  are  inserted  for
               --------
convenience  only  and  are  not  to be considered in the interpretation of this
Agreement.  They shall not in any way limit the scope or modify the substance or
context  of  any  sections  of  this  Agreement.

          13.10  NO  ASSIGNMENTS.  This  Agreement  may  not  be  assigned  by
                 ---------------
either  party  without  the  prior  written  consent  of  the  other  party.


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          13.11  NOTICES.  Notices  regarding  this  Agreement  shall  be  sent
                 -------
certified  mail,  return  receipt  requested  and shall be addressed as follows:


Dental Source:                                SafeGuard:
Dental Source of Missouri and Kansas, Inc.    SafeGuard Health Enterprises, Inc.
11777 Katy Freeway, Suite 405                 95 Enterprise, Suite 100
Houston, TX 77029                             Aliso Viejo, CA 92656-2605
Attention:  James A. Taylor, President and    Attention:  Ronald I. Brendzel,
            Chief Executive Officer                       Senior Vice President
            Fax: (713) 493-6599                           and General Counsel
                                                          Fax: (949) 425-4586

With a copy to (which shall not constitute notice)

Gardere Wynne Sewell LLP
1601 Elm Street
Dallas, TX 75201-4761
Attn: Roman J. Kupchynsky II
Fax:  (214) 999-3528


          13.12  RELATIONSHIP  OF  PARTIES.  Nothing  contained  in  this
                 -------------------------
Agreement  shall  constitute  or  be construed to be or to create a partnership,
joint  venture or other such relationship between the parties.  Neither party to
this  Agreement  shall  use the name of the other party to this Agreement in any
promotional  or  advertising material without prior approval of the other party.
This  Agreement  shall  not  constitute an endorsement by one party of the other
party  to  this  Agreement.

          13.13  RIGHTS  OF  THIRD  PARTIES.  The  parties  do  not  intend, and
                 --------------------------
nothing  in  this  Agreement  shall be deemed, to give any person other than the
parties  hereto  any  right  or  interest  based on this Agreement.  The parties
reserve  the  right to amend this Agreement by mutual consent or to terminate it
without  notice  to  or  consent  of  any  person not a party to this Agreement.

          13.14  WAIVER.  No  delay  or  omission  by  either  party  to  this
                 ------
Agreement  in  the  exercise  or  enforcement  of  any  of  its powers or rights
hereunder  shall constitute a waiver of such power or right.  A waiver by either
party  of  any provision of this Agreement must be in writing and signed by such
party,  and  shall  not  imply subsequent waiver of that or any other provision.


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     IN  WITNESS  WHEREOF,  the  Undersigned  have  caused  this Agreement to be
executed  effective  as  of  November  1,  2001  (the  "Effective  Date").



                                 DENTAL SOURCE:

                                 Dental Source of Missouri and
                                 Kansas, Inc., a Missouri corporation



                                 By:  /s/  James A. Taylor
                                      ------------------------------
                                      JAMES A. TAYLOR, President and
                                      Chief Executive Officer


                                 SAFEGUARD:

                                 Safeguard  Health  Enterprises,
                                 Inc.,  a  Delaware  corporation




                                 By: /s/ John F. Steen
                                    --------------------------------
                                   JOHN F. STEEN, Vice President and
                                   Chief Development Officer




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


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