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 TOTAL DENTAL ADMINISTRATORS HEALTH PLAN, INC.,
an  Arizona  corporation  ("TDAHP"),  sets  forth  the  terms  pursuant to which
SafeGuard  and  TDAHP  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 ("Groups"), and arises out of
the  following  circumstances:

A.   TDAHP  is  a  Prepaid Dental Plan Organization in the State of Arizona 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 TDAHP administer a prepaid dental plan in Arizona so
     as  to  provide  benefits  to those SafeGuard Members who reside in Arizona
     based  upon  contracts  that  arise  out  of  the  State  of  Arizona.

D.   TDAHP  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 Arizona.  TDAHP agrees to provide services to SafeGuard whereby Members
will  receive  prepaid  dental  plan  services  from TDAHP through its providers
within the State of Arizona.  The products currently being sold by SafeGuard are
attached hereto marked Exhibit A (the "Products").  From time to time, SafeGuard
may  modify,  eliminate or add products and will provide sixty (60) days advance
written  notice  to  TDAHP  of  such  changes,  additions  or  deletions.

2.     ADMINISTRATIVE  AND  OTHER  SERVICES.

2.1     MARKETING.  SafeGuard  may in the ordinary course of business 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  Arizona.

2.2     ENROLLMENT.

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


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

     2.2.3     Disclosure  Statements.  TDAHP shall be responsible for producing
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and  distributing  disclosure statements reasonably necessary and/or required by
law  of the state of Arizona 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  TDAHP.

2.3     ELIGIBILITY  LISTING.  SafeGuard shall provide TDAHP 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.  TDAHP  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  Arizona  in  connection  with  TDAHP's  license.

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

2.6     REPORTING.

     2.6.1     Complaints.  Any  complaints  received by one party regarding the
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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
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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.  TDAHP shall be responsible for reporting and paying all required
state  premium  income  and  other  taxes,  assessments  and regulatory fees for
Members  enrolled  in  Arizona.

3.     COMPENSATION AND PAYMENT.  SafeGuard shall pay to TDAHP the actual amount
of  its  health  care expenses for coverage for Members for the Products sold by
SafeGuard and for which TDAHP provides services to SafeGuard Members enrolled in
Arizona,  plus  twenty  percent (20%) of such actual health care expenses.  Such
payment  shall  be due and payable by SafeGuard to TDAHP within twenty (20) days
after  the  end of each month this agreement is in effect after TDAHP submits an
invoice  to  SafeGuard  for  the  services  provided  herein.  TDAHP  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.


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4.     PROVIDERS.  TDAHP  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.  TDAHP 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.  TDAHP
shall  also  be  responsible  for  all Provider credentialing as may be required
under  applicable  state  law.  A  copy  of  the  initial TDAHP 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,  TDAHP  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
from  date,  and  will terminate:  (a) on the date of insolvency or cessation of
operations  of  TDAHP, or (b) on the date of SafeGuard's insolvency or cessation
of  operations.  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  TDAHP  to Members pursuant to a contract for any Product with a
Group,  for  those obligations arising during any period when this Agreement was
in  force,  and  such  obligations shall remain in effect through the end of any
such  contract  with  a  Group  until  the  termination  of  such  contract.

6.     ARBITRATION.  If any dispute relating to this Agreement or administration
thereof  arises  which  cannot  be resolved to the satisfaction or SafeGuard and
TDAHP,  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  OF OPERATIONS.  Except as expressly provided to the
contrary  herein,  if TDAHP or SafeGuard becomes insolvent, this Agreement shall
be  discontinued  automatically  as  of  the  date of insolvency.  Insolvency or
insolvent  shall  mean  (a)  a  final determination made by a court of competent
jurisdiction  that  SafeGuard  or  TDAHP  is insolvent, or (b) all operations of
SafeGuard  or  TDAHP  cease.  For  the  purposes  of this Agreement, the date of
insolvency  shall  be  the  date on which the insurance authorities or the court
declares  SafeGuard  or  TDAHP insolvent or the date on which SafeGuard or TDAHP
has  ceased  all  operations,  whichever  date  is  later  in  time.

8.     LITERATURE  AND  PUBLICITY.  No  party  will distribute any literature or
other  material  or  release  any  publicity  or  information  relating  to this
Agreement  without  the other party's prior written consent, which consent shall
not  be  unreasonably  withheld  if  such  distribution or release is reasonably
appropriate  to  effect  the  objectives  of  this  Agreement.

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


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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 TDAHP 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.

13.     INDEPENDENCE  OF  CONTRACTING  PARTIES.  TDAHP  and SafeGuard are each a
separate  and  independent  entity.  Nothing  in  this  Agreement establishes an
employee  relationship,  an  agency,  a  partnership,  a  joint  venture,  or an
association  between  TDAHP  and  SafeGuard  or  any  of  its  affiliates  or
subsidiaries.

14.     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.


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15.     NO  ASSIGNMENT.  This  Agreement  may  not  be  assigned by either party
without  the  prior  written  consent  of  the  other  party.

16.     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  Arizona.

17.     COSTS.  Unless  otherwise  agreed, 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.

18.     AMENDMENT.  This  Agreement  may  be  amended  only by written agreement
signed  by  the  parties  hereto.

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

<TABLE>
<CAPTION>
<S>                                            <C>
TDAHP:                                         SafeGuard:

Total Dental Administrators Health Plan, Inc.  SafeGuard Health Enterprises, Inc.
1528 East Missouri, Suite 153                  95 Enterprise
Phoenix, AZ  85014                             Aliso Viejo, CA  92656
Attention: Nelson Leatherwood, President and   Attention: Ronald I. Brendzel, Senior
Chief Executive Officer                        Vice President and General Counsel
Fax:  (602) 266-1948                           Fax:  (949) 425-4586
</TABLE>


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IN  WITNESS  WHEREOF,  the UNDERSIGNED have caused this Agreement to be executed
effective  as  of  December  31,  2001  (the  "Effective  Date").

<TABLE>
<CAPTION>
<S>                                           <C>
TDAHP                                         SafeGuard

TOTAL DENTAL ADMINISTRATORS                   SAFEGUARD HEALTH ENTERPRISES, INC.,
HEALTH PLAN, INC., An Arizona Corporation     a Delaware corporation


By: /s/ Nelson Leatherwood                    By: /s/ James E. Buncher
--------------------------------------------  --------------------------------------------
Name: NELSON LEATHERWOOD                      Name: JAMES E. BUNCHER
Title: President and Chief Executive Officer  Title: President and Chief Executive Officer


                                              By: /s/ Ronald I. Brendzel
                                              --------------------------------------------
                                              Name: RONALD I. BRENDZEL
                                              Title: Senior Vice President and Secretary
</TABLE>


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