STOCK PURCHASE AGREEMENT

                                  BY AND AMONG

                   DENTAL SOURCE OF MISSOURI AND KANSAS, INC.,
                             A MISSOURI CORPORATION,

                          SAFEGUARD HEALTH PLANS, INC.
                             A MISSOURI CORPORATION

                                       AND

                       SAFEGUARD HEALTH ENTERPRISES, INC.
                             A DELAWARE CORPORATION,
                             THE SOLE SHAREHOLDER OF
                          SAFEGUARD HEALTH PLANS, INC.,
                             A MISSOURI CORPORATION

                                  CLOSING DATE:
                                 OCTOBER 1, 2001

                                 EFFECTIVE DATE:
                                NOVEMBER 1, 2001




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

<S>                                                                                              <C>
1.       Defined Terms. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   1

2.       Purchase of Stock. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   4
         2.1       Tender of Stock. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   4
         2.2       Purchase Price . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   4
         2.3       Assumption of Certain Liabilities. . . . . . . . . . . . . . . . . . . . . .   4
         2.4       Liabilities Not Assumed. . . . . . . . . . . . . . . . . . . . . . . . . . .   5
         2.5       Excluded Assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   6


3.       Closing; Effective Date; Further Assurances. . . . . . . . . . . . . . . . . . . . . .   6
         3.1       Documents and Other Items to be Delivered by Shareholder and/or Company
                   at Closing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   6
         3.2       Documents and Other Items to be Delivered by Purchaser at Closing. . . . . .   7
         3.3       Documents and Other Items to be Delivered by Purchaser at the Effective
                   Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   7
         3.4       Best Efforts to Deliver Stock and Company's Assets . . . . . . . . . . . . .   7
         3.5       Further Actions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   7

4.       Access and Information Prior to Effective Date . . . . . . . . . . . . . . . . . . . .   7

5.       Representations and Warranties by Company and Shareholder. . . . . . . . . . . . . . .   8
         5.1       Status of Company. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   8
         5.2       Subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   8
         5.3       Financial Information. . . . . . . . . . . . . . . . . . . . . . . . . . . .   8
         5.4       Absence of Certain Changes . . . . . . . . . . . . . . . . . . . . . . . . .   9
         5.5       Accounts Receivable; Prepaid Expenses and Deposits . . . . . . . . . . . . .  11
         5.6       Real Property and Leaseholds; Equipment and Personal Property; Equipment and
                   Personal Property Leases; Liens. . . . . . . . . . . . . . . . . . . . . . .  11
         5.7       Contracts; Other Agreements; Consents; Defaults. . . . . . . . . . . . . . .  12
         5.8       ERISA and Employee Matters . . . . . . . . . . . . . . . . . . . . . . . . .  13
         5.9       No Illegal Payments. . . . . . . . . . . . . . . . . . . . . . . . . . . . .  14
         5.10      Patents, Trademarks/Service Marks, Trade Names; Software Licenses. . . . . .  14
         5.11      Intentionally Omitted. . . . . . . . . . . . . . . . . . . . . . . . . . . .  14
         5.12      Litigation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  14
         5.13      Operations in Conformity With Law. . . . . . . . . . . . . . . . . . . . . .  15
         5.14      Violation of Other Instruments . . . . . . . . . . . . . . . . . . . . . . .  15
         5.15      Governmental and Other Approvals and Filings . . . . . . . . . . . . . . . .  15
         5.16      Tax Matters. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  16
         5.17      Inventories and Supplies . . . . . . . . . . . . . . . . . . . . . . . . . .  16
         5.18      Guarantors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  17


<PAGE>
         5.19      Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  17
         5.20      Certain Transactions; Transactions with Affiliates . . . . . . . . . . . . .  17
         5.21      Environmental Matters. . . . . . . . . . . . . . . . . . . . . . . . . . . .  17
         5.22      Adequacy of Representations and Warranties . . . . . . . . . . . . . . . . .  18
         5.23      Books and Records. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  18
         5.24      Broker's or Finder's Fees. . . . . . . . . . . . . . . . . . . . . . . . . .  18
         5.25      Ownership of Stock; Authorization. . . . . . . . . . . . . . . . . . . . . .  18
         5.26      Agreements, Judgments and Decrees Affecting Shareholder. . . . . . . . . . .  19
         5.27      Bank Accounts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  19
         5.28      Provider Agreements and Dental Policies. . . . . . . . . . . . . . . . . . .  19
         5.29      Agents of Company. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  19
         5.30      Computer Software, Etc . . . . . . . . . . . . . . . . . . . . . . . . . . .  19
         5.31      Commissions; Policies; Marketing Rights. . . . . . . . . . . . . . . . . . .  20
         5.32      Complaint Procedures . . . . . . . . . . . . . . . . . . . . . . . . . . . .  20

6.       Representations and Warranties by Purchaser. . . . . . . . . . . . . . . . . . . . . .  20
         6.1       Status of Purchaser. . . . . . . . . . . . . . . . . . . . . . . . . . . . .  20
         6.2       Authority for Purchase Agreement . . . . . . . . . . . . . . . . . . . . . .  20
         6.3       Brokers, Finders, Etc. . . . . . . . . . . . . . . . . . . . . . . . . . . .  21
         6.4       Statements True and Correct. . . . . . . . . . . . . . . . . . . . . . . . .  21

7.       Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  21

8.       Additional Agreements of the Parties.. . . . . . . . . . . . . . . . . . . . . . . . .  21
         8.1       Conduct of Business Prior to Effective Date. . . . . . . . . . . . . . . . .  21
         8.2       Company Tax Returns. . . . . . . . . . . . . . . . . . . . . . . . . . . . .  22
         8.3       Acquisition Proposals. . . . . . . . . . . . . . . . . . . . . . . . . . . .  22
         8.4       Public Announcements . . . . . . . . . . . . . . . . . . . . . . . . . . . .  23
         8.5       Required Regulatory Consents . . . . . . . . . . . . . . . . . . . . . . . .  23
         8.6       Shareholder Release. . . . . . . . . . . . . . . . . . . . . . . . . . . . .  23
         8.7       Breach of Representation and Warranties. . . . . . . . . . . . . . . . . . .  23
         8.8       No Transfers of Shares . . . . . . . . . . . . . . . . . . . . . . . . . . .  23
         8.9       Administrative Services Agreement. . . . . . . . . . . . . . . . . . . . . .  24

9.       Survival of Representations and Warranties . . . . . . . . . . . . . . . . . . . . . .  24

10.      Indemnities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  24
         10.1      Indemnities of Shareholder . . . . . . . . . . . . . . . . . . . . . . . . .  24
         10.2      Indemnities of Purchaser . . . . . . . . . . . . . . . . . . . . . . . . . .  25
         10.3      Certification of Losses. . . . . . . . . . . . . . . . . . . . . . . . . . .  26
         10.4      Brokers, Finders, Etc. . . . . . . . . . . . . . . . . . . . . . . . . . . .  26
         10.5      Third Party Claims . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  26
         10.6      Limitations. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  27


<PAGE>
11.      Confidentiality; Non-Competition; Remedies.. . . . . . . . . . . . . . . . . . . . . .  27
         11.1      Shareholder Confidentiality. . . . . . . . . . . . . . . . . . . . . . . . .  27
         11.2      Non-Competition. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  28
         11.3      Remedies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  28
         11.4      Survival of Protective Covenants . . . . . . . . . . . . . . . . . . . . . .  28
         11.5      Extension of Restricted Time Period. . . . . . . . . . . . . . . . . . . . .  29
         11.6      Revision . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  29

12.      Conditions Precedent to Purchaser's Obligations. . . . . . . . . . . . . . . . . . . .  29
         12.1      Representations and Warranties; Certificate. . . . . . . . . . . . . . . . .  29
         12.2      Performance of Agreements; Certificate . . . . . . . . . . . . . . . . . . .  29
         12.3      Absence of Errors and Omissions. . . . . . . . . . . . . . . . . . . . . . .  29
         12.4      Certificates; Resolutions; Opinion . . . . . . . . . . . . . . . . . . . . .  30
         12.5      No Actions; Proceedings or Injunctions . . . . . . . . . . . . . . . . . . .  30
         12.6      Consents and Approvals of Partnership and Third Parties. . . . . . . . . . .  30
         12.7      Approval of Proceedings; Documentation . . . . . . . . . . . . . . . . . . .  30
         12.8      Absence of Material Adverse Changes. . . . . . . . . . . . . . . . . . . . .  30
         12.9      Transaction Documents. . . . . . . . . . . . . . . . . . . . . . . . . . . .  30
         12.10     Absence of Natural Disasters . . . . . . . . . . . . . . . . . . . . . . . .  30
         12.11     Release of Liens . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  31
         12.12     Company Related-Party Transactions . . . . . . . . . . . . . . . . . . . . .  31
         12.13     Schedules and Exhibits . . . . . . . . . . . . . . . . . . . . . . . . . . .  31
         12.14     Employee Benefits. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  31
         12.15     Benefit Plans. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  31
         12.16     Resignations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  31
         12.17     Financing. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  31
         12.18     Administrative Services Agreement. . . . . . . . . . . . . . . . . . . . . .  31

13.      Conditions Precedent to the Obligations of Company and Shareholder . . . . . . . . . .  31
         13.1      Representations and Warranties; Certificate. . . . . . . . . . . . . . . . .  31
         13.2      Performance of Agreements; Certificate . . . . . . . . . . . . . . . . . . .  32
         13.3      Approval of Proceedings; Documentation . . . . . . . . . . . . . . . . . . .  32
         13.4      No Actions, Proceedings or Injunctions . . . . . . . . . . . . . . . . . . .  32
         13.5      Transaction Documents. . . . . . . . . . . . . . . . . . . . . . . . . . . .  32
         13.6      Absence of Errors and Omissions. . . . . . . . . . . . . . . . . . . . . . .  32
         13.7      Consents and Approvals of Third Parties. . . . . . . . . . . . . . . . . . .  32
         13.8      Schedules and Exhibits . . . . . . . . . . . . . . . . . . . . . . . . . . .  32

14.      Termination. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  33
         14.1      Right to Terminate . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   3
         14.2      Effect of Termination. . . . . . . . . . . . . . . . . . . . . . . . . . . .  33

15.      Entire Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  33

16.      Amendment. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  33


<PAGE>
17.      Headings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  33

18.      Exhibits, Schedules, Etc . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  34

19.      Successors and Assigns; Third Party Beneficiaries. . . . . . . . . . . . . . . . . . .  34

20.      Notices, Etc . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  34

21.      Knowledge and Gender . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  34

22.      Accounting Terms . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  35

23.      Governing Law. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  35

24.      Severability; Modifications for Prospective Legal Events . . . . . . . . . . . . . . .  35

25.      Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  35

26.      Assignment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   5

27.      Effect of Review . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  35

28.      Construction of Purchase Agreement . . . . . . . . . . . . . . . . . . . . . . . . . .  36

29.      Arbitration. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  36
</TABLE>


<PAGE>
SCHEDULES
---------
2.3(a)  Accounts Payable and Accrued Expenses to be Assumed
2.3(b)  Other Executory Obligations to be Assumed
2.5     Excluded Assets
5.2     Subsidiaries
5.3     Company Financial Statements
5.4     Material Adverse Changes
5.5     Accounts and Notes Receivable; Prepaid Expenses and Deposits
5.6     Equipment and Personal Property; Equipment and Personal Property
        Leases; Real Properties and Leaseholds; Liens
5.7     Contracts; Other Agreements; Consents; Defaults
5.8     ERISA and Employee Matters
5.10    Patents; Trademarks/Service Marks; Tradenames; Software Licenses; Etc.
5.12    Litigation
5.13    Violations of Law
5.14    Violations of Other Instruments
5.15    Permits and Approvals
5.16    Tax Matters
5.18    Guarantors
5.19    Employees and Compensation
5.20    Certain Transactions; Transactions with Affiliates
5.21    Environmental Matters
5.23    Books and Records
5.24    Broker's or Finder's Fees
5.27    Bank Accounts
5.28    Provider Agreements and Dental Policies
5.29    Agents of Company
5.30    Computer Systems
5.32    Complaint Procedures


EXHIBITS
--------

A       Form of Stock  Power  and  Assignment
B       Form of Effective  Date  Certificate
C       Form of Opinion of Company's and Shareholder's Counsel


<PAGE>
                            Stock Purchase Agreement

This  Stock Purchase Agreement (the "Purchase Agreement"), is dated effective as
of  the date set forth below, by and among Dental Source of Missouri and Kansas,
Inc.,  a  Missouri  corporation  ("Purchaser"),  SafeGuard Health Plans, Inc., a
Missouri  corporation  ("Company")  and  SafeGuard  Health  Enterprises, Inc., a
Delaware  corporation,  ("Shareholder"),  being  the  sole  shareholder  of  the
Company.

                                R E C I T A L S:

     A.     Company  is  a  prepaid  dental  plan  corporation duly licensed and
operating  in  the  state  of  Missouri.

     B.     Shareholder  owns  all  the  outstanding shares of Stock (as defined
below)  of  Company.

     C.     Shareholder  desires  to sell and Purchaser desires to purchase, the
Stock  pursuant  to  this  Purchase  Agreement  (the  "Transaction").

     D.     It is the intention of the parties hereto that, upon consummation of
the  transactions  contemplated  herein, Purchaser shall own all the outstanding
shares  of  stock  of  Company.

Now  Therefore, in consideration of the mutual covenants and representations and
warranties  contained  herein,  and  other  good and valuable consideration, the
receipt  and  sufficiency  of  which are hereby acknowledged, the parties hereto
agree  as  follows:

1.     Defined  Terms.
       --------------

     "Administrative  Services Agreement" shall have that meaning ascribed to it
in  Section  8.9  of  this  Purchase  Agreement.
    ------------

     "Affiliate"  means (i) any corporation or organization of which such Person
is  an  officer, director or partner or is directly or indirectly the beneficial
owner  of  at  least ten percent (10%) of the outstanding shares of any class of
equity  securities or financial interest therein; (ii) any trust or other estate
in which such Person has a beneficial interest or as to which such Person serves
as  trustee  or  in  any  similar  fiduciary  capacity; (iii) the mother father,
brother,  sister, child or spouse of such Person, or of such Person's spouse; or
(iv)  any Person that directly or indirectly through one or more intermediaries,
controls,  or is controlled by, or is under common control with, or is acting as
agent  on  behalf  or, or as an officer or director of, such Person.  As used in
this  definition  of  affiliate,  the  term  "control"  (including  the  terms
"controlling",  "controlled  by"  or  "under  common  control  with")  means the
possession,  direct  or indirect, of the power to direct, cause the direction of
or  influence  the  management  and  policies  of  a Person, whether through the
ownership  of  voting securities, by contract, through the holding of a position
as  a  director  or  officer  of  such  Person,  or  otherwise.

     "Base  Balance Sheet" shall have that meaning ascribed to it in Section 5.3
                                                                     -----------
of  this  Purchase  Agreement.


<PAGE>
     "Cash  Consideration"  shall  have  that  meaning ascribed to it in Section
                                                                         -------
2.2(a)  of  this  Purchase  Agreement.
------

     "Closing"  shall  have  that  meaning  ascribed  to it in Section 3 of this
                                                               ---------
Purchase  Agreement.

     "Closing  Date" shall have that meaning ascribed to it in Section 3 of this
                                                               ---------
Purchase  Agreement.

     "COBRA"  means  the Consolidated Omnibus Budget Reconciliation Act of 1985,
as  amended.

     "Code"  means  the  Internal  Revenue  Code  of  1986,  as  amended.

     "Commonly  Controlled  Entity"  shall  have  that meaning ascribed to it in
Section  5.8  of  this  Purchase  Agreement.
------------

     "Common Stock" means the Company's Common Stock, $.001 par value per share.

     "Company  Financial  Statements"  shall have that meaning ascribed to it in
Section  5.3  of  this  Purchase  Agreement.
------------

     "Determining  Party" shall have that meaning ascribed to it in Section 10.3
                                                                    ------------
of  this  Purchase  Agreement.

     "Effective  Date"  shall  have  that meaning ascribed to it in Section 3 of
                                                                    ---------
this  Purchase  Agreement.

     "Environmental Laws" shall have that meaning ascribed to it in Section 5.21
                                                                    ------------
of  this  Purchase  Agreement.

     "ERISA"  means  the  Employee  Retirement  Income  Security Act of 1974, as
amended.

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

     "Excluded  Assets" shall have that meaning ascribed to it in Section 2.5 of
                                                                  -----------
this  Purchase  Agreement.

     "GAAP"  shall  have  that  meaning  ascribed  to  it  in Section 22 of this
                                                              ----------
Purchase  Agreement.

     "Geographic Area" shall have that meaning ascribed to it in Section 11.2 of
                                                                 ------------
this  Purchase  Agreement.

     "Hazardous  Materials"  shall  have  that meaning ascribed to it in Section
                                                                         -------
5.21  of  this  Purchase  Agreement.
----

     "Indemnifying Party" shall have that meaning ascribed to it in Section 10.3
                                                                    ------------
of  this  Purchase  Agreement.


<PAGE>
     "Leases"  shall  have  that  meaning  ascribed to it in Section 5.6 of this
                                                             -----------
Purchase  Agreement.

     "Legal  Requirement"  shall  mean any federal, state, local or foreign law,
statute,  standard,  ordinance,  code,  order,  rule,  regulation,  resolution,
promulgation,  or  any  order,  judgment  or  decree  of  any court, arbitrator,
tribunal or governmental authority, or any license, franchise, permit or similar
right  granted  under  any of the foregoing, or any similar provision having the
force  and  effect  of law.  Legal Requirement shall include any law, statute or
regulation  applicable to health maintenance organizations and/or prepaid dental
provider  organizations.

     "Liens"  shall  have  that  meaning  ascribed  to it in Section 5.6 of this
                                                             -----------
Purchase  Agreement.

     "Losses"  shall  have  that  meaning ascribed to it in Section 10.1 of this
                                                            ------------
Purchase  Agreement.

     "Material Adverse Effect" shall have that meaning ascribed to it in Section
                                                                         -------
5.3  of  this  Purchase  Agreement.
---

     "Note"  shall  have  that  meaning ascribed to it in Section 2.2(b) of this
                                                          --------------
Purchase  Agreement.

     "Permitted  Encumbrances" shall have that meaning ascribed to it in Section
                                                                         -------
5.6  of  this  Purchase  Agreement.
---

     "Person"  shall  include  an  individual,  corporation,  limited  liability
company,  partnership,  limited partnership, joint venture, joint stock company,
firm,  company,  syndicate,  trust, estate, association, governmental authority,
business  organization  or  any  other  incorporated  or  unincorporated entity.

     "Purchase  Price"  shall have that meaning ascribed to it in Section 2.2 of
                                                                  -----------
this  Purchase  Agreement.

     "Recent  Financials"  shall  have  that  meaning  ascribed to it in Section
                                                                         -------
5.3(b)  of  this  Purchase  Agreement.
------

     "Recipient Party" shall have that meaning ascribed to it in Section 10.5 of
                                                                 ------------
this  Purchase  Agreement.

     "Related  Party  Transaction"  shall  have  that  meaning ascribed to it in
Section  12.12  of  this  Purchase  Agreement.
--------------

     "Restricted  Time Period" shall have that meaning ascribed to it in Section
                                                                         -------
11.2  of  this  Purchase  Agreement.
----

     "Securities  Act"  means  the  Securities  Act  of  1933,  as  amended.

     "Stock"  means  collectively,  the  Company's  Common  Stock.


<PAGE>
     "Third Party Claims" shall have that meaning ascribed to it in Section 10.5
                                                                    ------------
of  this  Purchase  Agreement.

     "Transaction"  shall  have that meaning ascribed to it in Recital D of this
                                                               ---------
Purchase  Agreement.

     "Transaction Documents" means, individually and collectively, this Purchase
Agreement  and  all  of the documentation required to be delivered in connection
with  this  Purchase  Agreement  and/or  contemplated  by  or  related  to  this
Transaction.

2.     Purchase  of  Stock.
       -------------------

     2.1     Tender  of  Stock.  Subject  to  the  terms  and conditions of this
             -----------------
Purchase  Agreement  and  in  reliance  upon the representations, warranties and
covenants  herein  set  forth,  Purchaser  hereby  agrees  to  purchase  from
Shareholder,  and  Shareholder hereby agrees to sell and deliver to Purchaser at
the  Effective  Date, all of the issued and outstanding Stock, free and clear of
any and all liens, claims, options, charges, pledges, security interests, voting
agreements  or  trusts,  encumbrances,  rights  or  restrictions  of any nature.
Subject to the terms and conditions herein stated, the certificates representing
all  of  the  Stock (or affidavits of Lost Securities) shall be tendered (at the
Effective  Date)  by  Shareholder, to Purchaser, duly endorsed or accompanied by
stock power(s) (in the form attached hereto as Exhibit B duly executed in blank,
                                               ---------
by Shareholder with all necessary transfer tax and other revenue stamps, if any,
acquired  at Shareholder's expense, affixed and canceled.  Shareholder agrees to
cure  any  deficiencies  with  respect  to the endorsement of the certificate(s)
representing  the  Stock owned by Shareholder or with respect to the stock power
accompanying  any  such  certificate(s).

     2.2     Purchase  Price.  The  aggregate  purchase  price  to  be  paid  by
             ---------------
Purchaser  to the Shareholders for the Stock (the "Purchase Price") shall be the
amount  determined  pursuant  to  the following formula:  the aggregate total of
cash, cash equivalents and marketable securities of the Company less all accrued
                                                                ----
or  unaccrued  liabilities of the Company as of the Effective Date as determined
pursuant  to  GAAP.  The Purchase Price shall be paid by cashier's check or wire
transfer  in immediately available funds to an account designated by Shareholder
in  writing; provided, however, that such sums may be reduced to give effect to,
by  way  of  example  and  not limitation, the payment of certain liabilities of
Company  (not  assumed  by  Purchaser)  to  be  paid,  as the parties may agree.

     2.3     Assumption  of  Certain Liabilities.  Notwithstanding the fact that
             -----------------------------------
this  Purchase  Agreement  involves  the  purchase  of Stock, the parties hereby
acknowledge that the transactions contemplated by this Purchase Agreement do not
include  the  assumption  of  liabilities of Company by Purchaser (except to the
extent  explicitly  assumed  by Purchaser pursuant to this Section 2.3).  On the
                                                           -----------
terms  and  subject  to  the conditions set forth herein, and subject to Section
                                                                         -------
2.3,  from  and  after the Effective Date, Purchaser shall assume and satisfy or
---
perform when due only the following obligations and liabilities of Company which
occur  in  the  ordinary  course  of  business:

          (a)     The  trade  accounts  payable,  accrued  expenses  (excluding
accrued  sick  leave  and  ad  valorem taxes), all un-filed claims of the dental


<PAGE>
policies  in  force  as of the Effective Date and any other liability associated
with  such  issued  dental  policies  of  Company  described  in Schedule 2.3(a)
                                                                 ---------------
attached  to  this  Purchase  Agreement.

     2.4     Liabilities Not Assumed.  Notwithstanding anything in this Purchase
             -----------------------
Agreement  to  the  contrary  and  notwithstanding  the  fact that this Purchase
Agreement  involves  the  purchase of Stock, the parties hereby acknowledge that
Purchaser  will  not  assume  or  perform  any of liabilities or obligations not
specifically set forth on Schedule 2.3(a) or (b), including, but not limited to:
                          ----------------------

          (a)     Any  liability  or  obligation  of Company and Shareholder for
federal,  state,  local  or  foreign  taxes whether or not incurred prior to the
Effective  Date;

          (b)     Any liability or obligation of Company and Shareholder for, or
in  respect of, any loan, account payable or indebtedness to, or for the benefit
of,  any  Person controlling, controlled by or under common control with Company
and  Shareholder;

          (c)     Any liability or obligation of Company and Shareholder arising
as  a  result  of  any  legal  or equitable action or judicial or administrative
proceeding  initiated  at  any  time in respect of anything done, suffered to be
done  or  omitted  to  be  done on or prior to the Effective Date by Company and
Shareholder  or  any  of  their  respective  Affiliates,  employees  or  agents;

          (d)     Any  liability  or  obligation  of  Company  and  Shareholder
incurred  in  connection  with  the  making  or  performance  of  this  Purchase
Agreement;

          (e)     Any  liability  or  obligation  of Company and Shareholder for
taxes  (including,  but  not  limited  to,  noncompetition payments) based on or
measured  by  any  income or gain realized upon the transfer of the Stock of the
Company  hereunder;

          (f)     Any liability or obligation of Company and Shareholder arising
out  of  any  "employee  benefit  plan,"  as  such  term  is  defined  by ERISA,
established  or  maintained  by  Company  or to which Company contributes or any
liability  with  respect  to  any  pension  or  benefit  plan  of Company or the
termination  of  any  such  plan;

          (g)     Any  liability  or  obligation  of Company and Shareholder for
making payments of any kind (including as a result of this sale of Stock or as a
result  of  the termination of employment by Company of employees or other labor
claims)  to employees of Company, including, but not limited to, any liabilities
or  obligations  of  Company  arising  under  or  with  respect  to  COBRA;

          (h)     Any  liability  or  obligation of Company and Shareholder with
respect  to any claims or actions arising under or relating to any Environmental
Laws,  or  related  common  law  theories,  including third party claims and any
liability  or  obligation  for  any  penalties,  fines, expenses, costs, losses,
claims  or  damages  arising  out  of or resulting from any generation, storage,
treatment,  handling,  disposal  or release of Hazardous Materials, in each case
arising out of or resulting from or relating to any acts, omissions, occurrences
or  other  events  occurring  on  or  prior  to  the  Effective  Date;


<PAGE>
          (i)     Any  liabilities  or obligations of Company and Shareholder to
the  extent  that  their  existence  or  materiality constitutes or results in a
breach  of a representation, warranty or covenant made by Company or Shareholder
to  Purchaser  under,  or  in  connection  with,  this  Purchase  Agreement;

          (j)     Any  liabilities  or  obligations  of  Company and Shareholder
under any leases, contracts, agreements, insurance policies, purchase orders and
commitments  not  listed  on  Schedules  2.3(a)  and  2.3(b);
                              ------------------------------

          (k)     Any  liability  for  personal  injury or property damage which
relates  to the Company and relates to the period prior to the Effective Date or
any  liability  for  personal  injury or property damage which relates to any of
Company's  other  businesses,  if  any;

          (l)     Any  liability  under  products liability, strict liability or
implied  warranty  claims  relating  to  services  rendered  or products sold by
Company  arising  out  of  resulting  from or relating to events occurring on or
prior  to  the  Effective  Date;

          (m)     Any  liability  under  any  theory  for  services  rendered by
Company,  its  employees  or  its  independent  contractors  (including, but not
limited  to,  taxes,  penalties  and  interest)  prior  to  the  Effective Date;

          (n)     Any  liability  related  to  any  automobiles;

(o)     Any  liability  related  to  any  real  property  (other  than leasehold
interests)  owned  by  Company  and/or  Shareholder;

          (p)     Any  liability not specifically and expressly assumed pursuant
to  Section  2.3  of  this  Purchase  Agreement.
    ------------

     2.5     Excluded  Assets.  Notwithstanding  the  fact  that  this  Purchase
             ----------------
Agreement  involves  the  purchase of Stock, the parties hereby acknowledge that
Company  shall  not  sell, convey, assign, transfer or deliver to Purchaser, and
Purchaser  shall  not  acquire  (or make any payments or otherwise discharge any
liability  or  obligation  of  Company  with respect to) those assets of Company
which are specifically described on Schedule 2.5 to this Purchase Agreement (the
                                    ------------
"Excluded Assets").  The Excluded Assets shall be conveyed to Shareholder by the
Company  prior  to  or  at  the  Effective  Date.

3.     Closing;  Effective  Date; Further Assurances.  The Transaction Documents
       ---------------------------------------------
shall  be executed at a closing ("Closing") to be held at such location, time or
date  as  is mutually agreed upon by the parties.  The date on which the Closing
occurs  shall  be referred to as the "Closing Date."  Subject to the fulfillment
of  the  conditions  precedent  specified in Sections 12 and 13, the Transaction
                                             ------------------
shall  be  effective  at  12:00  a.m.  on  the  1st  day  of November, 2001 (the
"Effective  Date").

     3.1     Documents  and  Other  Items  to be Delivered by Shareholder and/or
             -------------------------------------------------------------------
Company  at  Closing.  At  the  Closing, in contemplation of the Effective Date,
--------------------
pursuant  to this Purchase Agreement, Shareholder and/or Company, as applicable,
shall  deliver,  or  cause  to  be  delivered,  to  Purchaser  the  following:


<PAGE>
          (a)     Such  bills  of  sale,  endorsements  and  assignments  as are
necessary  to  vest  in Purchaser good and valid title to all of the outstanding
Stock  and  Company's  assets;

          (b)     The legal opinion required to be delivered pursuant to Section
                                                                         -------
12.4(a);
-------

          (c)     Executed  Transaction  Documents  (including  Schedules);  and

          (d)     Any  other  documentation  required to be delivered under this
Purchase  Agreement  or  otherwise  reasonably  requested  to  be  delivered  by
Purchaser  that  is  necessary  or  appropriate  to  consummate the Transaction.

     3.2     Documents  and Other Items to be Delivered by Purchaser at Closing.
             -------------------------------------------------------------------
At  the  Closing,  in  contemplation  of  the  Effective  Date, pursuant to this
Purchase  Agreement,  Purchaser  shall deliver to Company or Shareholder, as the
case  may  be,  the  following:

          (a)     Executed  Transaction  Documents  (including  Schedules);  and

          (b)     Any  other  documentation  required to be delivered under this
Purchase  Agreement or otherwise reasonably requested to be delivered by Company
or  Shareholder  that is necessary or appropriate to consummate the Transaction.

     3.3     Documents  and  Other  Items  to  be  Delivered by Purchaser at the
             -------------------------------------------------------------------
Effective  Date.  At the Effective Date and pursuant to this Purchase Agreement,
----------------
Purchaser  shall  deliver  the  Purchase  Price  to  Shareholder.

     3.4     Best Efforts to Deliver Stock and Company's Assets.  Simultaneously
             --------------------------------------------------
with  such  delivery, Company and Shareholder jointly and severally agree to use
their  best  efforts,  and to take all action as may be reasonably necessary to,
put  Purchaser  in  possession  and  operating control of all of the outstanding
Stock  and  Company's assets, respectively, free and clear of all liens or other
restrictions  or  encumbrances,  including the obtaining of such oral or written
consents  of  third  parties  as  may  be  reasonably  necessary  to  effect the
foregoing.

     3.5     Further  Actions.  At  any  time  and  from  time to time after the
             ----------------
Closing  and/or  the  Effective  Date,  at  the request of Purchaser and without
further  consideration,  Company  and  Shareholder will execute and deliver such
other instruments of sale, transfer, conveyance, assignment and confirmation and
take such action as Purchaser may reasonably determine is necessary to transfer,
convey and assign to Purchaser, and to confirm Purchaser's title to, or interest
in,  all  of  the  outstanding  Stock and Company's assets, respectively, to put
Purchaser  in  actual  possession  and  operating  control thereof and to assist
Purchaser  in  exercising  all  rights  with  respect  thereto  to which each is
entitled  pursuant  to the Transaction Documents, including, but not limited to,
any  accounts  receivable  of  the  Company  collected  by Shareholder after the
Effective  Date.

4.     Access  and  Information  Prior  to  Effective  Date.  From and after the
       ----------------------------------------------------
Closing  Date and prior to the Effective Date, Company and Shareholder shall (i)
provide  to  Purchaser  and  its  counsel, accountants and other representatives
reasonable  access  to all properties, books, contracts and records belonging to
Company and Shareholder, relating to the Company, the Stock and Company's assets


<PAGE>
and  liabilities;  (ii)  furnish  to  Purchaser  all  financial  and  operating
information  and  documentation  relating  to  the  Company  as  Purchaser  may
reasonably  request; and (iii) make available, upon the reasonable prior request
of Purchaser, the shareholders and employees of Company to confer with Purchaser
with  respect  to  the business of Company.  Purchaser shall exercise its rights
under  this  Section 4 in such a manner so as not to interfere unreasonably with
             ---------
the  conduct  of  the  Company  and  Shareholder  of any other business.  If the
transactions  contemplated  by  this  Purchase  Agreement  are  not consummated,
Purchaser  covenants  and  agrees to hold and shall cause its representatives to
hold  for  a  period  of  two  (2)  years  after the date of termination of this
Purchase  Agreement  all  such  information in strict confidence.  Additionally,
Purchaser  shall return and shall cause its representatives to return to Company
and  Shareholder  all  such  information.

5.     Representations  and  Warranties by Company and Shareholder.  Company and
       -----------------------------------------------------------
Shareholder  jointly  and  severally  represent  and  warrant  to  Purchaser, as
follows:

     5.1     Status  of  Company.  Company  is  a corporation duly organized and
             -------------------
validly  existing  under the laws of the State of Missouri and has all necessary
power  and  authority  to  carry  on the business as now conducted and to own or
lease  and  operate  its properties and assets.  The authorized capital stock of
Company  consists  of 100,000 shares of Common Stock, $1.00 par value per share.
As  of  the  Effective Date, there are 100,000 shares of Common Stock issued and
outstanding.  All  such outstanding shares have been duly authorized and validly
issued and are fully paid and non-assessable.  There are no outstanding options,
warrants,  rights,  calls,  commitments,  conversion rights, rights of exchange,
plans  or other agreements of any character providing for the purchase, issuance
or  sale  of  any  shares  of  the  capital  stock  of  Company,  other  than as
contemplated by this Purchase Agreement.  Company has the power and authority to
enter  into  the  Transaction  Documents  and to carry out Company's obligations
thereunder.  The  execution  and  delivery of the Transaction Documents to which
Company  is  a  party and the consummation of the Transaction have been duly and
validly  authorized  by Company, and no other proceedings on the part of Company
are  necessary  to authorize the Transaction or the Transaction Documents.  This
Purchase  Agreement  has been duly and validly executed and delivered by each of
Company and Shareholder, and constitutes the valid and binding agreement of each
of  Company and Shareholder enforceable against each of them, in accordance with
its  terms.  Each  Transaction  Document  to  be  executed  and delivered at the
Closing  and/or  the  Effective  Date  by  Company or Shareholder will upon such
execution and delivery constitute the valid and binding agreement of Company and
Shareholder  enforceable  against  each  of  them, in accordance with its terms.

     5.2     Subsidiaries.  Except  as specified in Schedule 5.2 hereto, Company
             ------------                           ------------
does  not own directly or indirectly any shares of capital stock or other equity
interest  in  any  corporation,  partnership,  association  or  other  entity or
business enterprise.  Company has no commitment to contribute to the capital of,
make  loans  to,  or  share  the  losses  of,  any  enterprise.

     5.3     Financial  Information.  Attached hereto as Schedule 5.3 are copies
             ----------------------                      ------------
of  the  following  financial  statements (the financial statements described in
Sections  5.3(a),  5.3(b)  and  5.3(c)  being herein referred to as the "Company
--------------------------------------
Financial  Statements"):


<PAGE>
          (a)     Audited financial statements of Company for the last three (3)
years  ended  December 31, compiled by Company's independent public accountants,
and  consisting of balance sheets, a statement of assets and liabilities arising
from  cash  transactions  of  Company  and  related  statements  of  income,
shareholders'  equity and cash flows for the years (including revenues collected
and  expenses  disbursed  and shareholder's equity for such periods) then ended;
and

          (b)     Unaudited  financial  statements  of  Company  for the interim
period beginning January 1, 2001, and ending with the Closing Date, certified by
Company's  President and consisting of a balance sheet and the related statement
of  income, shareholder's equity and cash flows and shareholder's equity for the
period  then  ended  (the  "Recent  Financials").

          (c)     All statutory statements filed with the Missouri Department of
Insurance  (including, but not limited to, certificate of authority renewals and
annual  reports)  for  the  last  three  (3)  years  ending  December  31.

     The  Company  Financial  Statements  referred to in Sections 5.3(a) and (b)
                                                         -----------------------
above  have  been  prepared in accordance with GAAP, and such statements present
fairly  the  financial condition of Company, as of the respective dates thereof,
and  the  results  of  its  operations and cash flows for the indicated periods.

     Company  has  no  material  liabilities or other obligations of any kind or
nature,  whether  due  or to become due, and whether accrued or contingent, that
are  not  reflected  as  a  part of the Company Financial Statements included in
Schedule  5.3  hereto  or  in  other  Schedules  or  Exhibits  to  this Purchase
-------------
Agreement,  other  than liabilities incurred in the ordinary course of business,
since  the  date  of  the latest unaudited balance sheet included in the Company
Financial  Statements  referred to in Section 5.3(a) (the "Base Balance Sheet"),
                                      --------------
which  are  permitted  to  be  incurred  by  Company  under  Section  8.1 hereof
                                                             ------------
(assuming, for purposes of this Section, that the provisions of Section 8.1  are
                                                                -----------
applied  to  the  period  beginning  as  of  the date of the and ending with the
Effective  Date).  As  used  in  this  Purchase  Agreement, any reference to any
event,  condition,  change,  effect  or  development  being  a "Material Adverse
Effect"  or  having  a "Material Adverse Effect" on or with respect to an entity
means  that  the  occurrence  or existence of any such event, condition, change,
effect  or  development has or is reasonably likely to have a materially adverse
effect  on  the  condition  (financial  or  otherwise),  properties,  assets,
liabilities  (including contingent liabilities), business, results of operations
or  prospects  of  such  entity.

     5.4     Absence  of  Certain  Changes.  Except as set forth in Schedule 5.4
             -----------------------------                          ------------
hereto,  since  the  date  of  the  Base  Balance  Sheet,  the  Company has not:

          (a)     Undergone  any  change  in  the  condition  (financial  or
otherwise),  assets,  liabilities,  indebtedness,  liens,  operations,
capitalization, business or business prospects of Company, other than changes in
the ordinary course of business, none of which has had a Material Adverse Effect
on  Company;

          (b)     Suffered  any  damage,  destruction  or  loss  (whether or not
covered  by  insurance)  which has had, or could be expected to have, a Material
Adverse  Effect  on  Company;


<PAGE>
          (c)     Acquired  or  disposed  of  any  assets  or  properties in any
transaction  with  any  shareholder,  director, officer, or salaried employee of
Company,  or  any  of  their  relatives  by blood or marriage, or, except in the
ordinary course of business, acquired, disposed of or leased any material assets
or  properties  in  any  transaction  with  any  other  Person;

          (d)     Entered  into  any  transaction with any Person, other than in
the  ordinary  course  of  business;

          (e)     Granted  to any shareholder, salaried employee or any class of
other employees any increase in compensation in any form (including any increase
in  value  of  any benefits) in excess of the amount thereof in effect as of the
date  of the Base Balance Sheet, or any severance or termination pay, or entered
into  any  employment  agreement  with any such shareholder or salaried or other
employee,  except in the ordinary course of business in accordance with existing
personnel  policies;

          (f)     Adopted,  or  amended  in  any  material  respect,  any bonus,
profit-sharing,  compensation,  stock  option,  pension,  retirement,  deferred
compensation or other plan, agreement, trust fund or arrangement for the benefit
of  any  employees  (whether  or  not  legally  binding);

          (g)     Suffered  any  strike  or  other  labor trouble that has had a
Material  Adverse Effect on its relations with its employees or been the subject
of  any  effort  to  reorganize  its  workforce,  or  any  part  thereof, into a
bargaining  unit;

          (h)     Incurred  any  liability  or  obligation  (whether  absolute,
accrued,  contingent or otherwise) other than in the ordinary course of business
or  incurred any attorneys' fees, accounting fees, appraisal fees and consulting
fees (except in connection with the negotiation of the Transaction Documents and
the transactions contemplated thereby) or pledged or subjected any of its assets
to  any  lien, charge, security interest or any other encumbrance or restriction
(including  liens  arising  by  operation  of  law);

          (i)     Amended,  changed  or  terminated,  or suffered any amendment,
change  or termination of, any material contract to which Company or Shareholder
is  a  party  or  by  which  their  property  is  bound;

          (j)     Canceled  or  compromised any material debt or claim or waived
or  released  any  material right or instituted, settled or agreed to settle any
litigation,  action,  proceeding  or  arbitration;  or

          (k)     Permitted  or made any dividend, distribution or other payment
to  any  Shareholder  other  than  in  the  ordinary  course  of  business.

     There is no event or condition (other than activities of competitors in the
ordinary  course  of their business or the adoption, proposal or promulgation by
any  governmental  authority of any laws, rules or regulations applicable to the
health  care industry generally) the existence or occurrence of which could have
a  Material  Adverse  Effect on Company or Purchaser or the use of the Company's
assets  as  they  were used prior to the Effective Date or are to be operated or
used  by  Purchaser  subsequent  to  the  Effective  Date.


<PAGE>
     5.5     Accounts  Receivable;  Prepaid Expenses and Deposits.  Schedule 5.5
             ----------------------------------------------------   ------------
hereto contains a correct and complete list of all accounts receivable and notes
receivable  or  other  rights  to  receive  payment  owing  to  Company  (and/or
Shareholder)  including,  but  not  limited  to,  all cash and/or other proceeds
arising  from  the  collection of such receivables by Company from and after the
Effective Date.  Such Accounts Receivable are evidenced by valid and enforceable
written  invoices,  contracts  or  other  agreements.  The form of all invoices,
contracts  or other agreements executed or delivered in connection with the sale
and  delivery  of  merchandise and/or services by Company are in compliance with
all  applicable  Legal  Requirements,  and  Company  has  obtained  all required
consents  from  appropriate governmental authorities before using such contracts
or  agreements.  All  amounts  paid  or  collected  under  such  contracts  or
agreements, which are required by applicable Legal Requirements, to be deposited
in  trust  or  deposit  accounts  have  been  so  deposited on a timely basis in
accordance  with  such  Legal Requirements.  All such trust and deposit accounts
have  been  established, funded and maintained in accordance with all applicable
Legal Requirements.  Company's Accounts Receivable are fully collectible without
resort  to  legal proceedings or collection agencies, and are not subject to any
refunds  or  other  adjustments, or any defenses, rights of setoff, assignments,
encumbrances,  or  conditions enforceable by third parties, except to the extent
they  are  reflected  in  Company's reserve for bad debts computed in accordance
with  GAAP.  Also  set  forth  on  Schedule  5.5  is  a  complete list of all of
                                   -------------
Company's  prepaid  expenses,  prepaid  insurance,  deposits  and similar items.

     5.6     Real  Property  and  Leaseholds;  Equipment  and Personal Property;
             -------------------------------------------------------------------
Equipment and Personal Property Leases; Liens.  Schedule 5.6 contains a complete
---------------------------------------------   ------------
and correct list of all real properties and interests therein owned or leased by
Company,  including,  but  not  limited  to  all  land  (if  any),  structures,
improvements,  parking  facilities,  leaseholds,  rights  to occupancy under any
leasehold  interests,  leasehold  improvements  and  fixtures owned or leased by
Company.  Schedule 5.6 also contains a complete and correct list of all tangible
          ------------
personal property owned or leased by Company, including, but not limited to, (i)
all  of  the  machinery,  equipment,  vehicles,  furniture  (including  office
furniture),  furnishings, computer hardware and other computer equipment, tools,
instruments and other tangible personal property of Company; and (ii) all leases
of  supplies,  machinery,  equipment, vehicles, furniture, furnishings, computer
hardware  and  other  computer  equipment, tools, instruments and other tangible
personal  property  of Company.  Company has good and marketable title to all of
the  real  and  all  of the tangible and intangible personal properties owned by
Company  (including  Company's accounts receivable, inventories, contract rights
and  other  general  intangibles), and valid leasehold interests in all real and
tangible personal property leased by Company, in each case free and clear of all
mortgages,  liens, charges, encumbrances, easements, security interests or title
imperfections (collectively, "Liens") except (i) Liens for current taxes not due
and  payable;  (ii)  Liens  existing on December 31, 1998, securing indebtedness
reflected  on  Company's  Recent  Financials, which Liens are listed on Schedule
                                                                        --------
5.6,  and  (iii)  easements,  rights of way and similar encumbrances on the real
---
estate  leased  by  Company  which  do  not,  individually  or in the aggregate,
materially and adversely affect the use and occupancy of the premises subject to
said  leases  (collectively,  "Permitted Encumbrances").  Except as set forth on
Schedule  5.6,  no  other  Liens  exist.
-------------

     Company  has  delivered  to  Purchaser  prior  to  the Closing complete and
correct  copies  of  all  documents  of title with respect to such real property
owned by it and of all title insurance policies with respect to the same, and of


<PAGE>
all  such  leases of real property and personal property. Except as set forth on
Schedule  5.7, no consent or other agreement of any other Person is required for
-------------
the  transfer  and  assignment  to  Purchaser  of  the  Stock  to be transferred
hereunder.

     Company  enjoys  peaceful and undisturbed possession under all leases under
which  it  operates,  which leases shall be conveyed to Purchaser (collectively,
the  "Leases").  All  such  Leases  are  valid  and  subsisting  with no default
existing  thereunder  on  the  part  of  any  party  thereto.

     All  buildings  and  improvements,  and  all  machinery,  instruments  and
equipment  contained  therein and all operations conducted therein and all other
real  property  owned  or  leased by Company in connection with the operation of
Company and which are to be conveyed or leased to or otherwise used by Purchaser
comply  in  all  material  respects  with all applicable building and zoning and
other  laws,  ordinances,  regulations and permits in effect at the date hereof,
and  the  continuation  of  any  such  operation as currently conducted will not
result  in the enforcement or the threat of enforcement of any such building and
zoning  and  other laws, ordinances, regulations and permits as in effect on the
date  of  this  Purchase  Agreement.

     Except  as  set  forth  on  Schedule  5.6  to  this Purchase Agreement, all
                                 -------------
structures  and  other improvements located on such real properties and all such
tangible  personal  property reasonably necessary to the conduct of the business
of  Company  as  currently  conducted  are  in  good  operating condition in all
material respects for property of its type and age, subject to ordinary wear and
tear.

     The  Company's assets constitute all of the assets (other than the Excluded
Assets)  used  by Company in the conduct of its business on the date hereof, and
such  assets  comprise  all  assets  required  for  the continued conduct of the
business  by  Purchaser  as  now  being  conducted.

     5.7     Contracts;  Other  Agreements;  Consents;  Defaults.  Schedule  5.7
             ---------------------------------------------------   -------------
contains  a  complete  and  correct list as of the date hereof of all contracts,
agreements  and  commitments  of  Company  of the following types (which are not
otherwise  set  forth  on  Schedule 5.29 to this Purchase Agreement), written or
                           -------------
oral,  to which Company is a party or by which Company or any of its property is
bound  as  of  the  date  hereof:  (i)  notes,  loans,  credit  agreements  and
instruments  relating  to the borrowing of money by or an extension of credit to
Company;  (ii)  sales  agency,  representative  or  broker  agreements;  (iii)
agreements,  orders  or  commitments  for the purchase by Company of supplies or
finished  products  exceeding $1,000.00 or that are not required to be performed
by  the  vendor  in thirty (30) days; (iv) agreements or commitments for capital
expenditures  in  excess  of $1,000.00 for any single project; (v) leases, joint
venture  agreements,  management  agreements,  stock  purchase  agreements,
acquisition  agreements,  pledge agreements, notes, severance agreements and all
other  agreements  or  obligations  material to Company; (vi) all other material
agreements,  contracts  and  commitments  of  Company,  excluding  employment
agreements,  which  will  be  terminated  at  or prior to Closing; and (vii) all
purchase  orders.

     Except as set forth on Schedule 5.7 attached to this Purchase Agreement, no
                            ------------
consent  or other agreement of any other Person is required for the transfer and
assignment to Purchaser of the Stock to be transferred hereunder, including, but
not  limited  to,  the  Leases, and the contracts, agreements and commitments of
Company  set  forth  on  Schedule  5.7,  or,  if required, all such consents and
                         -------------


<PAGE>
agreements  have  been,  or prior to the Effective Date will be duly obtained by
Company  and  copies  of  such  consents  and  agreements  shall  be supplied to
Purchaser  on  or  before  the  Effective  Date.

     Company  has  delivered or made available to Purchaser complete and correct
copies  of  all written contracts, agreements and commitments listed on Schedule
                                                                        --------
5.7, together with all amendments thereto, and accurate descriptions of all oral
---
agreements  listed  in Schedule 5.7.  Such contracts, agreements and commitments
                       ------------
are  in  full  force  and  effect  and  constitute  the legal, valid and binding
obligations  of  the  parties  thereto;  enforceable  in  accordance  with their
respective  terms.  Except  as  disclosed  in  Schedule 5.7, all parties to such
                                               ------------
agreements,  contracts  and  commitments have in all material respects performed
all obligations required to be performed by them to date and are not in default.
In  the  judgment  of  Company,  no  agreement,  contract or commitment to which
Company  is  a  party  or  by  which any of its property is bound has a Material
Adverse  Effect  on  Company.  Company  has  no  outstanding powers of attorney,
except routine powers of attorney relating to representation before governmental
agencies.

     5.8     ERISA  and  Employee  Matters.  Except as described on Schedule 5.8
             -----------------------------                          ------------
attached  to  this Purchase Agreement, Company maintains no pension, retirement,
deferred  compensation,  bonus,  stock  purchase,  stock option, profit sharing,
insurance  or  other employee benefit or welfare plan, agreement, arrangement or
informal  understanding for the benefit of employees or partners, whether or not
legally  binding.  Except  as set forth on Schedule 5.8, neither Company nor any
                                           ------------
other  entity,  whether  or not incorporated, which is deemed to be under common
control  (as  defined  in  Section  414  of  the Code or 4001(b) of ERISA), with
Company  ("Commonly Controlled Entity") maintains or contributes to any employee
pension  benefit  plan  (as  defined in Section 3(2) of ERISA) that is a defined
contribution  plan  described in Section 3(34) of ERISA or Section 414(i) of the
Code,  or  that is a defined benefit plan described in Section 3(35) of ERISA or
Section  414(j)  of  the  Code,  and,  with  respect  to which, there exists any
liability  of  Company  for  (i)  any premium payments due under Section 4007 of
ERISA; or (ii) any unpaid minimum funding contributions described in Section 412
of  the  Code  or  Section  302  of  ERISA.  Neither  Company  nor  any Commonly
Controlled Entity sponsors or sponsored, or maintains or maintained, any defined
benefit plan (described in the immediately preceding sentence) that has been, or
will be, terminated in a manner that would result in any liability of Company to
the  Pension Benefit Guaranty Corporation or that would result in the imposition
of  a  lien  on  any assets of Company pursuant to Section 4068 of ERISA.  At no
time during the five (5) consecutive year period immediately preceding the first
day  of  the year in which the Effective Date occurs has Company or any Commonly
Controlled  Entity  participated  in  or  contributed to any multi-employer plan
defined  in  Section  4001(a)(3)  of  ERISA,  or Section 414(f) of the Code, nor
during  such  period  has  Company  or  any  Commonly  Controlled  Entity had an
obligation  to  participate  in  or  contribute to any such multi-employer plan.
Except  as  set  forth  on  Schedule 5.8, (a) Company is not obligated under any
                            ------------
agreement  or  other arrangement pursuant to which compensation or benefits will
become  payable as a result of the consummation of the transactions contemplated
in  this  Purchase  Agreement;  (b)  neither Company nor any of its employees or
agents  has,  with  respect  to any employee benefit plan (as defined in Section
3(3)  of  ERISA)  that  is or has been established by or contributed to, or with
respect  to  which  costs or liabilities are accrued by, Company, engaged in any
conduct  that  would  result  in  any  material taxes or penalties on prohibited
transactions under Section 4975 of the Code or under Section 502(i) or 502(l) of
ERISA  or  in breach of fiduciary duty liability under Section 409 of ERISA; (c)
no  actions,  investigations,  suits  or claims with respect to the fiduciaries,
administrators  or  assets of any such employee benefit plan (other than routine
claims  for benefits) are pending or, to the best of Company's and Shareholder's
knowledge,  threatened;  (d)  none  of  the  Company's welfare benefit plans (as


<PAGE>
defined  in  Section  3(1)  of  ERISA) provides for or promises retiree medical,
disability  or  life  insurance  benefits  to  any current or former employee of
Company,  other  than  "continuation  coverage"  required under the Consolidated
Omnibus Budget Reconciliation Act of 1985; and (e) all plans, policies, programs
or  arrangements  of Company or any Commonly Controlled Entity which are subject
to  Section  4980B  of  the  Code  have  been  and  are  in  compliance with the
requirements  of  Section  4980B  of  the  Code  and Part 6 of Title I of ERISA.

     5.9     No Illegal Payments.  Company has, with respect to its business, at
             -------------------
no  time  made  any  illegal  payments  for  political  contributions or made or
received  any  bribes,  illegal  kickback  payments  or  other illegal payments.

     5.10     Patents, Trademarks/Service Marks, Trade Names; Software Licenses.
              ------------------------------------------------------------------
Set  forth  on  Schedule  5.10  is  a  complete  list  of  all  patents,  patent
                --------------
applications,  trade  secrets  and  processes  and proprietary properties, trade
names, trademarks, service marks, customer and supplier lists, software programs
and know-how licenses, service marks and trademark and service mark applications
and  other intangible property and rights of Company.  Company owns or possesses
adequate  rights  to  use,  all patents, trade names, trademarks, service marks,
copyrights,  inventions,  processes,  designs, formulas, trade secrets, know-how
and proprietary interests and rights reasonably necessary for the conduct of its
business,  with no known conflict with or infringement of the asserted rights of
others.  The  right  to the exclusive use of the name "SafeGuard" and "SafeGuard
Health  Plans"  is  not  transferred  as a result of this Purchase Agreement and
Shareholder  hereby retains the exclusive right in perpetuity to use the name of
"SafeGuard"  and  "SafeGuard  Health  Plans"  and  all  derivations  thereof.
Shareholder  and  SafeGuard  covenant  that  they have not granted, and will not
grant,  to  any  other  person,  firm  or corporation the right to use, and that
Shareholder  will  not  grant  the use of such names as part of the corporate or
firm  name of any other firm, entity, corporation or business.  If Purchaser has
not  merged  Company  into Purchaser, Purchaser shall, within sixty (60) days of
the  Closing,  change the name of Company to a name that does not interfere with
Seller's  exclusive  use  of  such  name  or  derivations  thereof.

     5.11     Intentionally  Omitted
              ----------------------

     5.12     Litigation.  Except as described in Schedule 5.12 attached to this
              ----------                          -------------
Purchase  Agreement,  there  are  no  judicial or administrative actions, suits,
proceedings  or  investigations  pending  or,  to  the  best  of  Company's  and
Shareholder's  knowledge,  threatened,  (i) the occurrence or existence of which
could  result  in  a Material Adverse Effect on Company or the Company's assets;
(ii)  the  occurrence  or existence of which could materially interfere with any
part  of  the  operations  of  Company  or  the  Company's assets; or (iii) that
question  the  validity of any Transaction Document or of any action taken or to
be  taken  pursuant  to  or in connection with the provisions of any Transaction
Document,  nor  do  any of Company or Shareholder know of any basis for any such
action,  suit,  proceeding  or  investigation.  Company  is  subject to no labor
dispute  or,  to the best of Company's and Shareholder's knowledge, organization
attempt.  There are no citations, fines or penalties heretofore assessed against
Company  or Shareholder under any federal, state or local law relating to air or
water  pollution,  solid,  liquid  or  hazardous  waste  disposal  or  other


<PAGE>
environmental  protection matters, or relating to occupational health or safety,
that remain unpaid, and no such citations, fines or penalties have been assessed
or  threatened  within the three (3) years preceding the date hereof, or are now
being  threatened,  nor are there any administrative actions, suits, proceedings
or investigations with respect to such matters pending or threatened (other than
with  respect  to rule making and other proceedings of general application), nor
any  basis  therefor.  Neither  Company  nor  any  Shareholder is subject to any
ruling,  order,  decree,  judgment or writ entered by any court, agency or other
authority,  nor  has  in  the  past  been  subject  to  any  of  the  same.

     5.13     Operations  in  Conformity  With  Law.  Except  as  set  forth  in
              -------------------------------------
Schedule 5.13, the operations of Company, as conducted now or at any time during
--------------
the  past  three (3) years, were not and are not in violation of, nor is Company
in  default under, any Legal Requirement or Insurance Law, whether heretofore or
now  in  effect  or,  to  the  knowledge  of  Company and Shareholder, currently
proposed  to  be  in  effect,  where  any such violation or default could have a
Material  Adverse  Effect  on  Company.  Neither  Company nor any Shareholder is
aware  of  any  basis  on  which  the  operations  of Company, when conducted as
currently proposed to be conducted after the Effective Date, would be held so to
violate  or  to  give  rise  to  any  such  default.

     5.14     Violation  of  Other Instruments.  Except as set forth in Schedule
              --------------------------------                          --------
5.14  attached  to  this  Purchase Agreement, the execution and delivery of this
----
Purchase  Agreement  and  other  Transaction  Documents and the consummation and
performance  of  the  transactions  contemplated  hereby  and  thereby  will not
conflict with or result in any violations of or defaults under any provisions of
Company's  articles  of  incorporation  or  by-laws or, in any material respect,
conflict  with  or  result  in  any  violation of or default with respect to any
mortgage,  indenture,  lease,  agreement,  understanding  or  other  instrument,
permit,  concession,  grant,  franchise,  license,  judgment,  statute,  law,
ordinance,  rule,  regulation,  order  (naming  Company  and/or  Shareholder
specifically)  or  decree  (naming  Company  and/or  Shareholder  specifically),
applicable to Company or Shareholder.  Such execution, delivery, performance and
consummation  will  not accelerate the maturity of or otherwise modify the terms
of  any  indebtedness  of Company, or accelerate the time for performance of any
material  obligation  of  Company under any contract or instrument, or result in
the  creation  of any lien, charge, encumbrance or security interest upon any of
the property or assets of Company (including the Company's assets), or give rise
to  any  right  of  termination  of  any  agreement.

     5.15     Governmental  and  Other  Approvals  and  Filings.  Schedule  5.15
              -------------------------------------------------   --------------
attached to this Purchase Agreement, hereto sets forth a list of (and copies of)
all  franchises,  licenses and permits issued by governmental authorities, which
will  be  required  to  continue the business after the Effective Date.  Company
possesses  such  franchises,  licenses,  permits  and  other  authority  as  are
necessary  for  the conduct of its business (as currently conducted and proposed
to  be  conducted)  and  is not in default nor, to the best of the Company's and
Shareholder's  knowledge,  subject  to any inquiry in any material respect under
any  of  such  franchises, licenses, permits or other authority, except for such
failures  to  possess,  such  defaults,  and  such  inquiries  the  existence or
occurrence of which could not, individually or in the aggregate, have a Material
Adverse  Effect  on  Company  or  its business.  Except as set forth in Schedule
                                                                        --------
5.15,  neither  the  execution  and delivery of this Purchase Agreement, nor the
----
consummation  of  the transactions contemplated hereby, will alter or impair any


<PAGE>
of  such  rights.  A  true,  correct  and complete list of all such governmental
licenses,  permits, franchises and other authorizations is set forth on Schedule
                                                                        --------
5.15,  and  a  true,  correct  and  complete  copy of each such license, permit,
----
franchise  and  authorization  shall  be delivered by Company to Purchaser on or
prior  to  the  Effective  Date.  Company,  in  its conduct of the business, has
during  the past five (5) years timely filed all reports, statements, documents,
registrations,  filings  or  submissions  required  to  be  filed by it with any
federal,  state,  county,  local  or  other governmental department, commission,
board,  bureau,  agency  or  other.  In  addition, Company shall timely file all
reports,  statements,  documents, registrations, filings or submissions required
to  be  filed by it with any federal, state, county, local or other governmental
department,  commission,  board,  bureau, agency or other instrumentality, which
are  required  to  be  filed prior to the Effective Date.  All such filings made
were  in  compliance  with  all  applicable  Legal  Requirements.

     5.16     Tax  Matters.  Company  has  duly and timely filed all tax returns
              ------------
that  are required to have been filed by it, including, but not limited to:  all
federal, state, county, foreign, excise, franchise, property, severance payroll,
income,  capital  stock, premium, and sales and use.  All such returns are true,
correct  and  complete  in all material respects as filed, were prepared in good
faith  and  in  accordance with all applicable tax rules and regulations and, to
the  extent  Company  is  subject to taxation, Company has paid or made adequate
provision for the payment of all taxes that are shown thereon to have become due
pursuant thereto, and has paid or made adequate provision for the payment of all
other  taxes,  assessments and other governmental charges imposed by law upon it
or  any  of  its  properties,  assets, income, receipts, payrolls, transactions,
capital,  net  worth or franchises which have become due, and no taxes due as of
the  date  hereof have not been paid.  Except as set forth on Schedule 5.16, the
                                                              -------------
federal  and  state  income  tax returns of Company have not been audited by any
governmental  authority,  and  Company  has  received no notice of deficiency or
assessment  of  additional taxes.  Except as set forth on Schedule 5.16, Company
                                                          -------------
is  a  party  to  no  action  or  proceeding  by  any governmental authority for
assessment  or  collection  of taxes with respect to the Company's assets or its
business.  Except  as  set forth on Schedule 5.16, Company has granted no waiver
                                    -------------
of  any  statute of limitation with respect to, or any extension of a period for
the  assessment  of,  any  federal,  state, local or foreign tax.  Except as set
forth  on  Schedule  5.16,  no  deficiency  assessment or proposed adjustment of
           --------------
Company's  federal,  state,  local  or  foreign taxes is pending and, except for
taxes  incurred  by  Company in the ordinary course of business allocable to the
period  from  January  1,  2001,  to the Closing Date and/or the Effective Date,
Company  and Shareholder have no knowledge of any proposed liability for any tax
to  be imposed upon its properties, assets or business for which there is not an
adequate  reserve  reflected  in  Company's  Recent  Financials.  Company  has
heretofore furnished Purchaser with true and correct copies of Company's federal
and  state  income  tax  returns  for  the  years  1997  through  2000.

     5.17     Inventories and Supplies.  All supplies and inventories of Company
              ------------------------
reflected on the Company's Financial Statements consist of items, in the case of
inventory,  of a quality, quantity and condition suitable for sale at prevailing
market  prices  (without discounts other than those customary in the business in
which  Company  is  engaged),  or, in the case of supplies, usable in the normal
course  of  Company's  business;  and  the  values at which such inventories and
supplies  are  reflected on the Company's Recent Financials, at no more than the
lower  of  cost  or  market.


<PAGE>
     5.18     Guarantors.  Except as set forth on Schedule 5.18 attached to this
              ----------                          -------------
Purchase  Agreement,  there  are no guarantors of any liability or obligation of
Company,  and  Company  has  not  entered  into any guaranty of any liability or
obligation  of  any  other  party.

     5.19     Compensation.  Company  has  delivered  to  Purchaser  a  true and
              ------------
complete  list  (a  copy  of which is attached as Schedule 5.19 of this Purchase
                                                  -------------
Agreement)  of all of its employees engaged in connection with Company as of the
Effective  Date,  which  list  states  the  rate  of compensation (including all
employee  benefits),  accrued vacation and sick leave, the positions held by the
persons  listed  and  the duration of their employment or engagement by Company.
Also  set  forth  on  Schedule  5.19  is a list of all employment agreements and
                      --------------
independent  contractor  agreements  to  which  Company  is  party.

     5.20     Certain Transactions; Transactions with Affiliates.  Except as set
              --------------------------------------------------
forth in Schedule 5.20 attached to this Purchase Agreement, none of Shareholder,
         -------------
shareholders  or  salaried  employees  of  Company,  or any relative by blood or
marriage,  Affiliate  or associate of any of the foregoing, is currently a party
to  any  transaction  with  Company  (other  than  for  services  as employees),
including,  without  limitation,  any  contract,  agreement or other arrangement
providing  for the furnishing of services to or by, providing for rental of real
or personal property to or from, or otherwise requiring payments to or from, any
such Person, or any corporation, partnership, trust or other entity in which any
such  Person  has a substantial interest or is an officer, director, trustee, or
partner,  or  any  officer,  director  or  employee  of  such  an  entity.

     5.21     Environmental  Matters.  Except  to  the  extent  described  in
              ----------------------
reasonable  detail on Schedule 5.21 attached to this Purchase Agreement, Company
                      -------------
is  not  in  violation  of  any existing federal, state or local law, statute or
regulation,  or any existing decree, order, arbitration award, or any license or
permit  issued by any federal, state or local governmental authority relating to
pollution  or  protection  of  the  environment  (the  "Environmental  Laws"),
including,  without  limitation,  Environmental  Laws relating to (i) treatment,
storage,  disposal, generation and transportation of pollutants or contaminants,
toxic  or  hazardous  substances,  or  solid  or hazardous waste regulated under
Environmental Laws ("Hazardous Materials"); (ii) air, water and noise pollution;
(iii)  ground  water  contamination; (iv) the release or threatened release into
the  environment  of Hazardous Materials; (v) the protection of wildlife, marine
sanctuaries  and  wetlands;  (vi)  the  protection  of  natural resources; (vii)
storage  tanks,  vessels  and  related  equipment; (viii) abandoned or discarded
barrels,  containers  and  other  closed  receptacles; (ix) health and safety of
employees  and  other  persons;  and  (x) otherwise relating to the manufacture,
processing,  use,  distribution, treatment, storage, disposal, transportation or
handling  of  Hazardous  Materials.  There  are  no  written  notices or written
complaints which Company has received in the last two (2) years of any violation
of  the  Environmental  Laws.   To  the  best  of  Company's  and  Shareholder's
knowledge,  Company has obtained and continues to possess all permits, licenses,
approvals  or  other  authorizations  under  the  Environmental  Laws  which are
material to the operation of the Company and any other business as now conducted
by Company and has filed such timely and complete renewal applications as may be
required  prior  to  the Effective Date.  Company has complied with all material
reporting  and  recordkeeping  requirements  applicable to Company and any other
business  as now conducted under the Environmental Laws.  Except as disclosed on
Schedule  5.21  attached  to  this  Purchase  Agreement, neither Company nor any
--------------
Shareholder  has  in  any manner constituting a violation of any applicable laws


<PAGE>
(i)  generated,  released, stored, used, discharged or disposed of any Hazardous
Materials  at,  on,  under,  in  or about, or in any other manner affecting, the
properties  of  Company;  or  (ii)  transported  or caused to be transported any
Hazardous  Materials to or from such properties.  Except to the extent described
in  reasonable  detail  on  Schedule  5.21  attached  hereto, there have been no
                            --------------
events,  conditions, circumstances, activities, practices, incidents, actions or
plans  (i)  which  may  prevent  continued  compliance  by  Company  with  the
Environmental  Laws or which may give rise to any criminal or civil liability on
the  part  of  Company or Purchaser under the Environmental Laws; and (ii) which
could  have  a  Material  Adverse  Effect  on  Company  or the Company's assets.

     5.22     Adequacy  of  Representations  and  Warranties.  None  of  the
              ----------------------------------------------
warranties  and representations made by Company and Shareholder herein or in the
Exhibits,  Schedules  or  other  documents  related  thereto,  nor  the  Company
Financial  Statements  nor  any  certificate  or  memorandum  furnished or to be
furnished  by  Company  or  on  behalf  of Company, contains or will contain any
untrue  statement  of  fact  or  omits or will omit to state a fact necessary in
order to make the statements contained herein or therein not misleading, and all
representations and warranties of Company and Shareholder herein contained shall
be  true on and as of the Closing Date and the Effective Date with substantially
the  same  effect  as  if  made  on  and  as  of  such  date.

     5.23     Books  and  Records.  The  corporate  records  of  Company contain
              -------------------
accurate  records  of all required meetings of, and corporate actions or written
consents  by,  Shareholder and the Board of Directors of Company.  The originals
of  all  corporate  records  will be delivered to Purchaser at the Closing.  The
material  books  and  records  of  Company  including,  but  not limited to, all
accounting  records,  files, invoices, customer lists and supply lists have been
provided  to Purchaser, and a complete and accurate list of same is set forth on
Schedule  5.23  attached  hereto.  Except as set forth in Schedule 5.23 attached
--------------                                            -------------
hereto,  Company  does not have any material records, systems, controls, data or
information recorded, stored, maintained, operated or otherwise wholly or partly
dependent  upon  or  held  by any means (including any electronic, mechanical or
photographic process, whether computerized or not, including all means of access
thereto  and  therefrom)  which  are  not  under the exclusive ownership of, and
accessible  by,  Company.

     5.24     Broker's  or Finder's Fees.  Except as set forth on Schedule 5.24,
              --------------------------                          -------------
all  negotiations  relating  to  this  Purchase  Agreement  and the transactions
contemplated  hereby  have  been  carried  on without intervention of any Person
acting  on  behalf  of  Shareholder  or  Company  and  no Person is, or will be,
entitled  to  any  commission  or  broker's  or  finder's  fees  from Company or
Shareholder.  The  parties  agree that all fees due to the broker as outlined in
Schedule  5.24  shall  be  paid  by  Purchaser  at  the  Closing.
--------------

     5.25     Ownership  of  Stock;  Authorization.  Shareholder individually is
              ------------------------------------
the  lawful  owner  of  100,000  shares  of  Stock, free and clear of all liens,
encumbrances,  restrictions  and  claims of every kind.  Such number constitutes
all  shares  of  Company  so  owned  beneficially  or  of record by Shareholder.
Shareholder  possesses  full  authority  and  legal  right to sell, transfer and
assign to Purchaser the entire legal and beneficial ownership of the Stock, free
and  clear of all encumbrances.  Shareholder acquired the Stock in a transaction
that  fully  complied  with  the  provisions  of all applicable securities laws.
There  are  no  claims  pending  or,  to  Company's  or Shareholder's knowledge,
threatened against Company or Shareholder that concern or affect title to any of


<PAGE>
the  Stock,  or that seek to compel the issuance of Stock or other securities of
Company.  Shareholder  (i)  hereby  consents to the transactions contemplated by
this Purchase Agreement; (ii) has full legal right, power and authority to enter
into  this  Purchase  Agreement  and  to  sell  the  shares of Stock so owned by
Shareholder  pursuant  to this Purchase Agreement.  The delivery to Purchaser of
the  Stock  owned  by  Shareholder  pursuant  to the provisions of this Purchase
Agreement  will transfer to Purchaser valid title thereto, free and clear of all
liens,  encumbrances,  restrictions  and  claims  of  every kind.  This Purchase
Agreement  constitutes  a  legal,  valid  and binding obligation of Shareholder,
enforceable  in  accordance  with  its  terms,  except  as enforceability may be
limited  by  applicable  bankruptcy,  insolvency  or  similar laws affecting the
enforcement  of  creditors'  rights  generally,  and  by  legal  and  equitable
limitations  on  the  availability  of  specific  remedies.

     5.26     Agreements,  Judgments  and  Decrees  Affecting  Shareholder.
              ------------------------------------------------------------
Shareholder  represents  and  warrants  that  Shareholder  is not subject to any
agreement,  judgment or decree adversely affecting Shareholder's right to act as
an  owner,  officer,  director  or  employee  of  Company.

     5.27     Bank  Accounts.  Set forth on Schedule 5.27 attached hereto, is an
              --------------                -------------
accurate  and  complete  list showing the name and address of each bank in which
Company  has  an  account or safe deposit box, the number of any such account or
any  such box and the names of all persons authorized to draw thereon or to have
access  thereto.

     5.28     Provider  Agreements  and  Dental  Policies.  Attached  hereto  as
              -------------------------------------------
Schedule  5.28  is  a  list  (together  with  a  copy of each "form") of (i) all
--------------
contracts,  contract certificates and contract amendments issued to any enrollee
or  group  enrollee  of  the  Company; and (ii) all contracts made or to be made
between  any  provider of dental health care services and the Company.  All such
contracts  issued,  assumed, or entered into by Company and now in force are, to
the  extent  required  under applicable Legal Requirements, on forms approved by
the  insurance  regulatory  authority  of  the  state or jurisdiction where such
policies  or contracts were issued or have been filed with, and not objected to,
by  such authority within the period provided for objection.  All providers have
been  properly  credentialed  in  accordance  with  all  Legal  Requirements.

     5.29     Agents of Company.  Set forth on Schedule 5.29 attached hereto, is
              -----------------                -------------
an  accurate  and  complete list showing the name and address of each agent that
solicits  contracts  on  behalf  of the Company.  All such agents are registered
with  the insurance regulatory authority of the state or jurisdiction where such
agent  solicits  contracts.

     5.30     Computer  Software,  Etc.  Except as set forth on Schedule 5.30 to
              ------------------------                          -------------
this  Purchase  Agreement,  Seller  has  the right to use, free and clear of any
royalty or other payment obligations, claims of infringement or other liens, all
computer  software,  programs and similar systems owned by or licensed to Seller
or  used  in  the  conduct of the business of the Facilities, including, without
limitation,  those  intellectual properties and such computer software, programs
and  similar  systems disclosed on Schedule 5.30 to this Purchase Agreement; and
                                   -------------
Seller  is  not  in  conflict  with  or in violation or infringement of, nor has
Seller  received any notice of any conflict with or violation or infringement of


<PAGE>
or  any  claims  of  conflict  with any asserted rights of any other Person with
respect  to  any  intellectual  property  or  any computer software, programs or
similar  systems,  including  without  limitation any of such items disclosed on
Schedule  5.30  to  this  Purchase Agreement, and to the knowledge of Seller, no
--------------
other  Person  is  in  conflict with or in violation or infringement of any such
items  of  intellectual  property  or  computer  software,  programs  or similar
systems.  Except  as  set  forth  on  Schedule  5.30 to this Purchase Agreement,
                                      --------------
Purchaser will, subsequent to the Closing, without further action or the payment
of  additional  fees, royalties or other compensation to any Person, be entitled
to  unrestricted  use  of  all  computer  software  programs and similar systems
currently  used  in the business, including, without limitation, those set forth
on  Schedule  5.30  to  this  Purchase  Agreement.
    --------------

     Seller  represents  and  warrants that Seller's computer systems including,
but  not  limited to, all hardware, software, firmware, third party software and
goods  with  computer  chips  (the  "Computer  Systems") are Year 2000 Compliant
through  the  year  2030.  This  representation  and  warrant  shall survive any
warranty expiration period or termination of this Purchase Agreement.  Year 2000
Compliant  means the Computer Systems will: (i) function without interruption or
human  intervention  with four digit year processing on all Date Data, including
errors  or  interruptions  from  functions which may involve Date Data from more
than  one century or leap years, regardless of the date of processing or date of
Date  Data;  (ii)  provide  results from any operation accurately reflecting any
Date  Data  used  in  the  operation  performed, with output in any form, except
graphics,  having  four  digit years; (iii) accept two digit year Date Data in a
manner  that resolves any ambiguities as to century in a defined manner and will
interpret  dates  from a prior century; and (iv) provide data interchange in the
ISO  8601:1988  standard  of CCYYMMDD.  For purposes of this Section 5.30, "Date
                                                             ------------
Data"  shall  mean  any  data,  input, calculation, output or stored data, which
includes  an  indication  of  date.

     5.31     Commissions;  Policies;  Marketing  Rights.  Shareholder  further
              ------------------------------------------
represents  and  warrants that Company is the owner, free and clear of any liens
or  security  interests,  of  all  of  the  prepaid  dental  insurance policies,
marketing  rights  and  commissions due and payable under such policies.  At the
Effective  Date,  there  shall  be  no  commissions due or payable by Company to
Shareholder  or  any  other  employee,  agent  or  third  party.

     5.32     Complaint  Procedures.  Attached  hereto as Schedule 5.32 is (i) a
              ---------------------                       -------------
copy of Company's procedures for review and mediation of complaints of enrollees
concerning  the quality of care rendered by a participating dentist; or (ii) the
written document submitted to the insurance regulatory authority of the state or
jurisdiction  where such policies or contracts were issued to enrollees agreeing
to utilize the services of a peer review committee of a state, district or local
dental  society.

6.     Representations  and  Warranties  by Purchaser.  Purchaser represents and
       ----------------------------------------------
warrants  as  follows:

     6.1     Status  of  Purchaser.  Purchaser  is  a  limited  partnership duly
             ---------------------
organized,  validly existing and in good standing under the laws of the State of
Delaware  and has full corporate power and authority to carry on its business as
now  conducted.

     6.2     Authority  for  Purchase  Agreement.  Purchaser  has  all necessary
             -----------------------------------
corporate power and authority to execute and deliver this Purchase Agreement and
the  other  Transaction  Documents  to  which it is a party and to carry out its
obligations  hereunder  and  thereunder.  The  execution  and  delivery  of this


<PAGE>
Purchase  Agreement  and  the other Transaction Documents to which it is a party
and  the  consummation  of the transactions contemplated hereby and thereby have
been  duly  authorized  by  the  Board  of  Directors of Purchaser, and no other
corporate  action  (including,  but  not  limited  to,  shareholder approval) is
legally  required  to  be  taken  or obtained by Purchaser to duly authorize the
execution,  delivery  and  performance  of this Purchase Agreement and the other
Transaction  Documents  to which it is a party and the transactions contemplated
hereby  and  thereby.  Each of this Purchase Agreement and the other Transaction
Documents  to  which  it  is  a  party constitutes the valid and legally binding
obligation  of Purchaser and is enforceable against Purchaser in accordance with
its  terms  except  as  may  be  limited by applicable bankruptcy, insolvency or
similar  laws  affecting  creditor's  rights  generally  or  the availability of
equitable  remedies.  The  execution and delivery of this Purchase Agreement and
the other Transaction Documents to which it is party and the consummation of the
transactions contemplated hereby and thereby will not conflict with or result in
any  violation  of  or  default  under  any  provision  of  the  Certificate  of
Incorporation  or  Bylaws  of  Purchaser  or in any violation of or default with
respect  to  any  mortgage,  indenture,  lease,  agreement  or other instrument,
permit,  concession,  grant, franchise, license, judgment, order, decree, and to
the  knowledge  of  Purchaser  any  statute,  law, ordinance, rule or regulation
applicable to Purchaser or Company or Shareholder.  Such execution, delivery and
consummation  will  not accelerate the maturity of or otherwise modify the terms
of  any indebtedness of Purchaser or result in the creation of any lien, charge,
encumbrance  or  security  interest  upon  any  of  the  property  or  assets of
Purchaser.

     6.3     Brokers,  Finders,  Etc.  Except as set forth in Schedule 5.24, all
             -----------------------                          -----------
negotiations  relating  to  this  Purchase  Agreement  and  the  transactions
contemplated  hereby have been carried on without the intervention of any Person
acting  on behalf of Purchaser in such manner as to give rise to any valid claim
against  Purchaser,  Company  or  Shareholder  for  any  brokerage  or  finder's
commission, fee or similar compensation.  The parties agree that all fees due to
the  broker  as  outlined  in  Schedule  5.24  shall be paid by Purchaser at the
                               --------------
Closing.

     6.4     Statements True and Correct.  All representations and warranties of
             ---------------------------
Purchaser  herein  contained shall be true on and as of the Closing Date and the
Effective  Date  with substantially the same effect as if made on and as of such
date.

7.     Expenses.  Each of the parties hereto shall assume and bear all expenses,
       --------
costs  and  fees  incurred  or  assumed  by  such  party  in the preparation and
execution  of  the Transaction Documents, the consummation of the Closing and/or
through  the  Effective  Date  hereunder  and  compliance  with  the  terms  and
provisions  hereof,  whether  or  not  the transactions herein provided shall be
consummated.

8.     Additional  Agreements  of  the  Parties.
       ----------------------------------------

     8.1     Conduct  of  Business  Prior  to Effective Date.  During the period
             -----------------------------------------------
from  and  after  the  Closing  Date  and  until  the  Effective  Date:

          (a)     Company  and  Shareholder  will carry on Company's business in
substantially  the  same  manner  as heretofore carried on and will not make any
purchase  or  sale,  incur any indebtedness or liens, or introduce any method of
management  or  operation in respect to such business or otherwise engage in any


<PAGE>
transaction  except  in  the  ordinary  course of business and in the manner not
inconsistent with prior practice (including, but not limited to, the accelerated
collection  of accounts receivable, the delay in the payment of accounts payable
and/or  the  incurrence  of  any  indebtedness)  and  the terms of this Purchase
Agreement  other  than  with  the  prior  written  consent  of  Purchaser;

          (b)     Neither  Company  nor Shareholder will permit any change to be
made  in  the Articles of Incorporation or Bylaws of Company other than with the
prior  written  consent  of  Purchaser;

          (c)     Neither Company nor Shareholder will acquire or dispose of any
capital  asset  having  an  initial cost or current value in excess of $1,000.00
other  than  with  the  prior  written  consent  of  Purchaser;

          (d)     Neither Company nor Shareholder will increase the compensation
payable or to become payable to any of its shareholders, directors, employees or
agents  other  than  with  the  prior  written  consent  of  Purchaser;

          (e)     Neither Company nor Shareholder will set aside, permit or make
any  dividend or distribution or other payment of any kind to any Shareholder of
the  Company  (other  than  compensation  in  the  ordinary  course  of business
consistent  with  past  practices);  or

          (f)     Neither Company nor Shareholder will take, or permit or suffer
to  be  taken, any action, which is represented and warranted in Section 5.4 not
                                                                 -----------
to  have  occurred since the date of the Base Balance Sheet, other than with the
prior  written  consent  of  Purchaser.

     8.2     Company  Tax  Returns.  Shareholder  shall  be responsible for, and
             ---------------------
shall  timely complete, as applicable, all "stub period" tax returns/reports for
Company,  including,  but  not  limited  to,  fourth  quarter  940,  annual 941,
imputation of income to Shareholder for forgiveness of debt and include on W-2s,
completion and issuance of W-2s, completion and issuance of W-3s, completion and
issuance  of  1099s,  completion  and filing of all state and federal income tax
reports  and  all tax filings relative to payroll accounts for employees and for
independent contractors and termination of all third party payroll contracts, if
any  (including  preparation  of  all  tax  filings  relative to such services).

     8.3     Acquisition Proposals.  Shareholder shall not, and shall not permit
             ---------------------
Company  to directly or indirectly (i) solicit, initiate, encourage or otherwise
cooperate in any way with any inquiries or Acquisition Proposals from any Person
or (ii) participate in any discussions or negotiations regarding, furnish to any
Person  other than Purchaser or its representatives any information with respect
to, or otherwise assist, facilitate, encourage or otherwise cooperate in any way
with any Acquisition Proposal by any other Person.  "Acquisition Proposal" means
any proposal for a merger, consolidation or other business combination involving
Company  or  for  the  acquisition  or  purchase of any equity interest in, or a
material  portion  of  the  assets  of  Company.  Shareholder  shall  promptly
communicate to Purchaser the terms of any such written acquisition proposal that
they  may receive or any written inquiries made to any of them or Company or any
of  its  directors,  officers,  representatives  or  agents.


<PAGE>
     8.4     Public  Announcements.  Except  as  mutually  agreed,  prior to the
             ---------------------
Effective  Date,  neither  Purchaser,  Shareholder,  nor any of their respective
Affiliates  or  agents  shall  issue  any  press  release or public announcement
regarding  the  execution  of  this  Purchase  Agreement  or  the  transactions
contemplated  hereby.

     8.5     Required Regulatory Consents.  The parties shall take all necessary
             ----------------------------
steps and use their best efforts to obtain as promptly as possible, the approval
of  any  regulatory  agency  having  or  asserting  jurisdiction  to approve the
Transaction as may be necessary.  Receipt of the regulatory approvals shall be a
condition  precedent  to the Effective Date, and neither party shall be required
to  close  in the absence of such approvals.  The required approvals shall be in
writing  and shall be in the form and content acceptable to Purchaser, and shall
contain  or  impose  any  restrictions  or  conditions  not provided for herein.

     8.6     Shareholder  Release.  Subject  to  the  effectiveness  of  the
             --------------------
Transaction,  Shareholder  for  himself  and his heirs, successors, and assigns,
hereby  releases,  relinquishes,  and  forever  discharges  in full the Company,
Purchaser  and  the  Company's  and  Purchaser's,  legal  representatives,
subsidiaries,  successors, assigns, officers, directors, affiliates, agents, and
employees  (the  "Released  Parties")  from  any  and  all  claims,  demands,
liabilities,  obligations,  actions,  and  causes  of  action  of  every  kind
whatsoever,  known  or  unknown,  that  Shareholder  has  or  may  have, or that
subsequently  accrue in Shareholder's favor, against the Released Parties, which
is  based  upon  or  relates  to  any transaction effected or event occurring or
agreement, commitment, arrangement or state of facts existing on or prior to the
Effective  Date, or that is attributable to any period ending on or prior to the
Effective  Date,  or  to any action taken or omitted to be taken during any such
period  (except  as expressly provided in this Purchase Agreement).  Shareholder
acknowledges  that the Company, by accepting this release, does not admit to any
fault,  liability,  or damage, all of which are expressly denied by the Company.

     8.7     Breach  of  Representation  and  Warranties.  Promptly  upon either
             -------------------------------------------
Shareholder  or  Company  becoming  aware  of  any  breach  of  any  of  the
representations  and  warranties  of  Company  or  Shareholder contained in this
Purchase  Agreement  and  made  as  of the date hereof, or any event which would
cause  Company  or  Shareholder  to  be  unable  to  deliver  the  certificates
contemplated by Section 12.1 of this Purchase Agreement, Company and Shareholder
                ------------
shall give detailed written notice thereof to Purchaser and shall use their best
efforts  to  prevent  or  promptly  remedy  the  same.

     8.8     No  Transfers  of Shares.  Unless and until this Purchase Agreement
             ------------------------
shall  have  been  terminated  in  accordance  with  its  terms  for any reason,
Shareholder  shall not directly or indirectly exchange, deliver, assign, pledge,
encumber  or  otherwise  transfer  or  dispose of any shares of capital stock of
Company  owned  beneficially  or of record by Shareholder, nor shall Shareholder
directly  or indirectly grant any right of any kind to acquire, dispose of, vote
or  otherwise  control  in  any  manner  any such shares of capital stock of the
Company;  provided  that  a  transfer  to  the  executor  or  administrator  of
Shareholder upon the death of such Shareholder shall not be deemed prohibited by
this  Section  8.11  as  long as such executor or administrator on behalf of the
      -------------
estate  of  Shareholder shall be bound by all of the provisions of this Purchase
Agreement  to  the  same  extent  as  Shareholder.


<PAGE>
     8.9     Administrative Services Agreement.  Shareholder and Purchaser shall
             ---------------------------------
enter into an Administrative Services Agreement, whereby Purchaser shall provide
benefits to those members of Shareholder who reside in Missouri and Kansas based
upon  Shareholder's  contracts  that  arise  outside  the States of Missouri and
Kansas  (the  "Administrative  Services  Agreement").

9.     Survival  of  Representations  and  Warranties.  All  representations and
       ----------------------------------------------
warranties  of Company and Shareholder and Purchaser contained herein (including
all Schedules and Exhibits hereto) or in any document, statement, certificate or
other  instrument  referred  to  herein  or  delivered  at the Effective Date in
connection  with  the  transactions  contemplated  hereby  shall  survive  any
investigation made by or on behalf of any of the above parties and shall survive
the  execution  and  delivery  of  this  Purchase Agreement, the Closing and the
Effective  Date  and  the  sale of Stock contemplated hereby and shall remain in
full  force and effect for a period of three (3) years after the Effective Date;
provided,  however,  that  the  representations  and  warranties  of Company and
Shareholder  set  forth  in  Section  5.1  shall  survive  indefinitely  and the
                             ------------
representations and warranties contained in Sections 5.16 and 5.23 shall survive
                                            ----------------------
until  the  expiration of any and all applicable statutes of limitation periods.

10.     Indemnities.
        -----------

     10.1     Indemnities  of  Shareholder.  For  the  benefit  of  Purchaser in
              ----------------------------
connection  with  any  claim  or  right  arising  from any covenant, warranty or
representation made by Company or Shareholder in this Purchase Agreement, in any
Transaction  Document  or in any Exhibit, Schedule, statement, list, certificate
or  other  document delivered to Purchaser in connection with the Closing and/or
the  Effective  Date,  Shareholder  hereby agrees to indemnify and hold harmless
Purchaser  and  Company  after  the  Effective Date and each of their respective
partners,  directors,  officers and Affiliates ("Purchaser Indemnified Parties")
against  and  in  respect  of  the  following  (hereinafter  called  a "Loss" or
"Losses")  in  accordance  with  the  terms  and  conditions of this Section 10.
                                                                     ----------

          (a)     Any  and all liabilities or obligations of, or claims against,
Purchaser  Indemnified  Parties  of  any  nature,  whether  accrued,  absolute,
contingent  or  otherwise arising out of or relating to (i) any contract, lease,
agreement,  purchase  order,  insurance  policy  or  commitment  of  the Company
existing  on  the  Effective  Date  that  is not listed or described pursuant to
Section  2.3; or (ii) the operation of Company's business prior to the Effective
     -------
Date;

          (b)     Any  damage or deficiency that results from (i) the inaccuracy
of  any  representation  or warranty made by Company or Shareholder herein or in
any  Transaction  Document  (including  all  Schedules  and  Exhibits  hereto or
thereto);  (ii)  any  breach, non-fulfillment or non-compliance of any covenant,
agreement  or  obligation  to be performed or observed by Company or Shareholder
under  this  Purchase  Agreement;  or (iii) any misrepresentation in or omission
from any list, document, statement, certificate or other instrument furnished or
to  be furnished by Company or Shareholder in connection with the Closing and/or
the  Effective  Date  to  Purchaser  under this Purchase Agreement, in each case
whether  or  not  such inaccuracy, breach, non-fulfillment, misrepresentation or
omission should have been known by Purchaser on the Closing and/or the Effective
Date,  it  being  the  agreed intention of the parties that Shareholder shall be


<PAGE>
completely  responsible  for, and Purchaser shall be conclusively deemed to have
relied  upon,  such  representations,  warranties,  agreements  and instruments;

          (c)     Any  and  all  claims,  losses,  expenses,  damages,  costs,
obligations  and  liabilities  resulting  from  or  arising  out  of any and all
liabilities  and  obligations  of  or claims against Company and Shareholder not
expressly assumed by Purchaser pursuant to the terms of this Purchase Agreement,
including,  but  not  limited  to,  any  matter  set  forth  in  Section  2.3;
                                                                 ------------

          (d)     Without  limiting the generality of Section 10.1(c) above, any
                                                      ---------------
and  all  claims,  obligations, damages, losses, liabilities, costs and expenses
(i)  arising  under  any  Environmental  Laws  or  related  common  law theories
including  third-party  claims;  or (ii) arising out of or relating to claims by
third  parties  (including,  but  not  limited to, any governmental authority or
agency)  based  upon  the generation, storage, treatment, disposal or release of
Hazardous  Materials,  in  each  case arising on or prior to the Effective Date,
including,  but not limited to, the claims described in Schedule 5.12 hereto, in
                                                        -------------
each  case except to the extent attributable to or based on acts or omissions of
Purchaser;

          (e)     Any  and  all  claims,  losses,  expenses, damages, reasonable
costs,  obligations,  and  liabilities  (i)  resulting  from  Company's  or
Shareholder's  failure  to obtain any consents required to be obtained to convey
the  Stock,  including, but not limited to, the lease(s) for Company's premises,
as  required by Section 12.6; or (ii) arising out of or resulting from Company's
                ------------
or  Shareholder's  failure to satisfy on or before the Effective Date any of the
conditions  set  forth  in  Section  12  of  this  Purchase  Agreement;  and/or
                            -----------

          (f)     Any  and  all  claims,  actions,  suits, proceedings, demands,
assessments,  judgments,  costs,  liabilities,  obligations, losses, damages and
expenses, including, without limitation, attorneys' fees, incident to any of the
foregoing.

     10.2     Indemnities  of  Purchaser.  For  the  benefit  of  Shareholder in
              --------------------------
connection  with  any  claim  or  right  arising  from any covenant, warranty or
representation  made by Purchaser in this Purchase Agreement, in any Transaction
Document  or  in  any  Exhibit,  Schedule, statement, list, certificate or other
document  delivered  to  Shareholder  in  connection with the Closing and/or the
Effective  Date,  after  the Effective Date Purchaser hereby agrees to indemnify
and  hold  harmless  Shareholder  against  and  in  respect  of  the  following
(hereinafter  called  a  "Loss"  or  "Losses")  in accordance with the terms and
conditions  of  this  Section  10.2:
                      -------------

          (a)     Any  damage or deficiency that results from (i) the inaccuracy
of any representation or warranty made by Purchaser herein or in any Transaction
Document  (including  all  Schedules  and  Exhibits hereto or thereto); (ii) any
material breach, non-fulfillment or non-compliance of any covenant, agreement or
obligation  to  be  performed  or  observed  by  Purchaser  under  this Purchase
Agreement;  or  (iii)  any  misrepresentation  in  or  omission  from  any list,
document,  statement,  certificate  or  other  instrument  furnished  or  to  be
furnished  by Purchaser in connection with the Closing and/or the Effective Date
to Company or Shareholder under this Purchase Agreement, in each case whether or
not  such  inaccuracy,  breach,  non-fulfillment,  misrepresentation or omission
should  have  been  known  by  Company  or Shareholder on the Closing and/or the


<PAGE>
Effective  Date,  it  being  the  agreed intention of the parties that Purchaser
shall  be  completely  responsible  for,  and  Company  and Shareholder shall be
conclusively  deemed  to  have  relied  upon,  such representations, warranties,
agreements  and  instruments;

          (b)     Any  and  all  claims,  losses,  expenses, damages, reasonable
costs,  obligations and liabilities resulting from or arising out of Purchaser's
failure  to  satisfy  on  or before the Effective Date any of the conditions set
forth  in  Section  13  of  this  Purchase  Agreement;  and  or
           -----------

          (c)     Any  and  all  claims,  actions,  suits, proceedings, demands,
assessments,  judgments,  reasonable  costs,  liabilities,  obligations, losses,
damages and expenses, including, without limitation, reasonable attorneys' fees,
incident  to  any  of  the  foregoing.

     10.3     Certification  of Losses.  If a party (the "Determining Party") is
              ------------------------
of  the opinion that any Loss has occurred or will or may occur, the Determining
Party  shall so notify the other party (the "Indemnifying Party"), and each such
notice  shall  specify the circumstances of such asserted Loss.  Notwithstanding
the  provisions  of  Section  10  providing  for  the survival of certain of the
                     -----------
Indemnifying  Party's  representations and warranties for a certain period after
the  Effective  Date,  the indemnification obligations of the Indemnifying Party
hereunder  shall  survive  until the later to occur of (i) the expiration of any
and  all  applicable  statutes  of  limitation  periods;  or (ii) the applicable
situation  has  been  resolved (without liability on the part of the Determining
Party) with respect to any actual or threatened Loss as to which the Determining
Party  has  notified the Indemnifying Party in accordance with the provisions of
this  Section  10.3.
      -------------

     10.4     Brokers,  Finders,  Etc.  Except  as set forth in Section 5.24 and
              -----------------------                           ------------
Section  6.3,  each of Purchaser, Company and Shareholder agree to indemnify and
  ----------
hold harmless the other parties from and against any liability, fees or expenses
incurred  by  the  indemnified  parties  in  connection  with  any  brokerage or
investment  banking  fees  of  the  indemnifying  party.

     10.5     Third  Party  Claims.  In  the  event  any  claim is made, suit is
              --------------------
brought  or  tax  audit  or  other  proceeding  instituted  against a party (the
"Recipient Party") which involves or appears reasonably likely to involve a Loss
(a  "Third  Party  Claim"),  the Recipient Party will, promptly after receipt of
notice  of  any such claim, suit or proceedings for which indemnification may be
sought,  notify the Indemnifying Party of the commencement thereof.  The failure
to  so notify the Indemnifying Party of the commencement of any such claim, suit
or  proceeding  will  relieve  the  Indemnifying Party from liability under this
Section  10,  unless  and  to  the extent that such failure materially adversely
-----------
affects  the  ability of the Indemnifying Party to defend its/their interests in
such  claim,  action  or  proceedings.

     The  Indemnifying  Party  will  have the right (at such party's expense) to
defend  the  Recipient  Party  against the Third Party Claim with counsel of its
choice  reasonably  satisfactory  to  the  Recipient  Party  so  long as (i) the
Indemnifying  Party  notifies  the Recipient Party in writing within thirty (30)
days  after  the  Recipient Party has given notice of the Third Party Claim that
the  Indemnifying Party will, to the fullest extent provided in this Section 10,
                                                                     ----------
indemnify  and hold harmless the Recipient Party from and against any Loss which
the  Recipient  Party may suffer resulting from, arising out of, relating to, in
the  nature of, or caused by, the Third Party Claim; (ii) the Indemnifying Party
provides  the  Recipient  Party  with  evidence  reasonably  acceptable  to  the
Recipient Party that the Indemnifying Party will have the financial resources to
defend against the Third Party Claim and fulfill its indemnification obligations
hereunder;  (iii)  the  Third  Party  Claim does not seek an injunction or other


<PAGE>
equitable  relief  that  could  have  a Material Adverse Effect on the Recipient
Party;  (iv)  settlement  of,  or an adverse judgment with respect to, the Third
Party  Claim  is  not, in the good faith and reasonable opinion of the Recipient
Party,  likely  to  establish  a  precedential custom or practice adverse to the
continuing  business  interests of the Recipient Party; and (v) the Indemnifying
Party  conducts  the  defense  of the Third Party Claim actively and diligently.

     So  long  as  the Indemnifying Party is conducting the defense of the Third
Party  Claim  in  accordance  with  this Section 10, (i) the Recipient Party may
                                         ----------
retain  separate  co-counsel at its sole cost and expense and participate in the
defense  of  the Third Party Claim; (ii) the Recipient Party will not consent to
the entry of any judgment or enter into any settlement with respect to the Third
Party  Claim  without the prior written consent of the Indemnifying Party, which
consent  shall  not  be  unreasonably  withheld  or  delayed;  and  (iii)  the
Indemnifying  Party  will not consent to the entry of any judgment or enter into
any  settlement  with respect to the Third Party Claim without the prior written
consent of the Recipient Party, which consent shall not be unreasonably withheld
or  delayed.

     In  the  event  any  of  the  above  conditions  is or becomes unsatisfied,
however, (i) the Recipient Party may defend against, and consent to the entry of
any judgment or enter into any settlement with respect to, the Third Party Claim
in  any  manner it may deem appropriate (provided that the Recipient Party shall
not,  except  at  their own respective cost, make any settlement with respect to
any  such Third Party Claim without the prior consent of the Indemnifying Party,
which  consent  shall  not  be  unreasonably  withheld or delayed); and (ii) the
Indemnifying Party will remain responsible for any Loss that the Recipient Party
may  suffer  resulting  from,  arising out of, relating to, in the nature of, or
caused  by  the Third Party Claim to the fullest extent provided in this Section
                                                                         -------
10.  It  is  understood  and  agreed  that  in  situations  where failure of the
--
Recipient  Party  to  settle  a  Third  Party  Claim  expeditiously could have a
Material  Adverse  Effect  on  the  Recipient Party, failure of the Indemnifying
Party  to  act upon the Recipient Party's request for consent to such settlement
within  ten  (10)  business  days of receipt by the Indemnifying Party of notice
thereof  from  the  Recipient Party shall be deemed to constitute consent by the
Indemnifying  Party  of  such  settlement  for  purposes  of  this  Section  10.
                                                                    -----------

     10.6     Limitations.  Except  for  claims by Purchaser against Company (i)
              -----------
for  any  and  all  taxes  payable by Company (which Company fails to pay); (ii)
regarding  compliance  with applicable bulk sales laws; and (iii) regarding real
property  leases,  as  a  condition  precedent  to  the right of Purchaser to be
indemnified  hereunder,  such  right shall not accrue, and neither the Purchaser
shall  be entitled to assert any claim for indemnification pursuant to the terms
hereof  unless  and  until  the  aggregate  amount  of  all  Losses shall exceed
$5,000.00 (the "Threshold Amount"). If the Threshold Amount is reached, however,
a  claim  for  indemnification  for  the  full  amount  may be asserted, and any
subsequent  claim for indemnification may be asserted at any time without regard
to  the  Threshold  Amount.

11.     Confidentiality;  Non-Competition;  Remedies.
        --------------------------------------------

     11.1     Shareholder  Confidentiality.  Shareholder  shall,  and  shall use
              ----------------------------
their  reasonable  efforts  to  cause  Shareholder's  employees,  agents  and
representatives  to,  for  a period of three (3) years after the Effective Date,
hold  in  confidence  all  financial  information  concerning  Company  and  the


<PAGE>
Company's  assets.  Notwithstanding  the  preceding  sentence,  Shareholder  may
disclose  such  information  when  required  by  law  or  governmental  order or
regulation,  or when required by a subpoena or other process (provided Purchaser
shall  be  provided  advance  notice  of  such  disclosure  in  order to seek an
appropriate  protective  order).  This  Section  11  shall  cease  to  apply  to
                                        -----------
information  that  comes  into  the public domain through no fault of Company or
Shareholder.

     11.2     Non-Competition.  Shareholder  agrees  that  Shareholder will not,
              ---------------
for  a  period of three (3) years after the Effective Date (the "Restricted Time
Period"),  directly  or  indirectly,  whether  as  owner,  shareholder, partner,
investor,  consultant,  agent,  employee,  independent  contractor,  independent
practitioner,  co-venturer  or otherwise, run, manage, operate, control, consult
for  or  be  employed  by, provide services to, with or without compensation, or
invest  in  (other  than passive investments of less than one percent (1.00%) of
the  outstanding shares of a publicly traded company) any business or venture in
competition  with  Purchaser,  Company and/or their respective Affiliates in the
Geographic Area.  For purposes of this Purchase Agreement, the "Geographic Area"
shall  mean  the  State of Missouri.  Shareholder further agrees that during the
Restricted  Time  Period,  Shareholder will not, and will not assist anyone else
to,  (i)  directly  or  indirectly,  hire  or  employ in any capacity or solicit
employment  of,  offer employment to, entice away or in any other manner seek to
persuade  any  employee  of  Purchaser,  Company  or  any  of  their  respective
Affiliates  to  discontinue employment; (ii) solicit or encourage any customers,
clients  or  vendors  of  Company  and/or  Purchaser  or any of their respective
Affiliates  to  terminate or diminish their relationship with Purchaser, Company
or  any  of  their  respective Affiliates; or (iii) seek to persuade any client,
customer  or  any  prospective  customer  of  Purchaser, Company or any of their
respective  Affiliates to conduct with anyone else any business or activity that
such  client,  customer  or  prospective customer conducts or could conduct with
Purchaser,  Company  or  any  of their respective Affiliates.  The parties agree
that  the  restraints  set  forth  above  in this Section 11.2 are reasonable in
                                                  ------------
respect  to  subject  matter,  length  of  time  and  geographic  area.

     11.3     Remedies.  Shareholder  agrees  that  the  restrictions  on  its
              --------
respective  activities  contained  in  this  Section 11 are fully reasonable and
                                             ----------
necessary  to  protect the goodwill, confidential information and relationships,
economic  advantage  and  other  legitimate interests of Purchaser.  Shareholder
further  acknowledges  that,  should  there  be a breach of any of the covenants
contained  in  this  Section  11,  Purchaser  would  be harmed and the damage to
                     -----------
Purchaser  would  be  irreparable.  Accordingly,  Shareholder  acknowledges  and
agrees  that,  as Purchaser's legal remedies may be inadequate in the event of a
breach  of  the  covenants  of  Shareholder  in  this Section 11, in addition to
                                                      ----------
damages  and  other  remedies  available  to  Purchaser,  such  covenants may be
enforced  by  injunction  or  other  equitable  remedies.

     11.4     Survival  of  Protective  Covenants.  Each covenant herein, on the
              -----------------------------------
part of Shareholder, shall be construed as an agreement independent of any other
provision  of  this  Purchase  Agreement, unless otherwise indicated herein, and
shall  survive  the termination of this Purchase Agreement, and the existence of
any claim or cause of action of Shareholder against Purchaser, Company or any of
their  respective  Affiliates, whether predicated on this Purchaser Agreement or
otherwise, shall not constitute a defense to the enforcement by the Purchaser of
such  covenant.  Company  and/or  Shareholder  waive  any  requirement  that


<PAGE>
Shareholder  could  assert for the securing or posting of any bond in connection
with  the  obtaining  of  the  injunctive  or  other  equitable  relief.

     11.5     Extension  of  Restricted Time Period.  If Company and Shareholder
              -------------------------------------
violate the protective covenants hereunder and Purchaser brings legal action for
injunctive  or  other  relief hereunder, Purchaser shall not, as a result of the
time  involved  in  obtaining the relief, be deprived of the benefit of the full
Restricted Time Period of the protective covenants contained in this Section 11.
                                                                     ----------
Accordingly,  such  Restricted  Time  Period for the purposes of this Section 11
                                                                      ----------
shall  be deemed to have a duration of the Restricted Time Period stated in this
Section  11,  computed  from the date relief is granted, but reduced by the time
-----------
between  the  period when the restriction began to run and the date of the first
violation  of  the  covenant  by  Company  and/or  Shareholder.

     11.6     Revision.  If  any  of  the restrictions under this Section 11 are
              --------                                            ----------
adjudicated, by a court of competent jurisdiction, to be excessively broad, said
restrictions determined excessively broad shall be reduced to a restriction that
is  the  maximum  extent  permitted by such court, and the restrictions shall be
enforced  to  such  reduction.  Any  provision of this Purchase Agreement not so
reduced,  shall  remain  in  full  force  and  effect.

12.     Conditions  Precedent  to  Purchaser's  Obligations.  The obligations of
        ---------------------------------------------------
Purchaser  to  consummate  the  transactions  contemplated  under  this Purchase
Agreement  shall  be  subject  to  the  fulfillment  of  each  of  the following
conditions to the satisfaction of Purchaser prior to or at the Effective Date or
such  other  date specified in any of the following conditions, any of which may
be  waived,  in  whole  or  in  part,  by  Purchaser:

     12.1     Representations  and Warranties; Certificate.  The representations
              --------------------------------------------
and  warranties  of Company and Shareholder contained in this Purchase Agreement
or in any certificate, Schedule, Exhibit or other document delivered pursuant to
the  provisions  of this Purchase Agreement, or in connection with this Purchase
Agreement,  shall  be  true and correct in all respects as of the Effective Date
and  shall  be deemed to be made again at and as of the Effective Date and shall
be  true  and correct in all respects at and as of such time, except as a result
of  changes  or  events  expressly  permitted  or  contemplated in this Purchase
Agreement.  Purchaser  shall  have received an "Effective Date Certificate" from
Company  and  Shareholder  confirming  the  truth  and  correctness  of  the
representations  and  warranties  of  Company  and  Shareholder in this Purchase
Agreement  dated  as  of  the  Effective  Date.

     12.2     Performance  of  Agreements; Certificate.  Company and Shareholder
              ----------------------------------------
shall  have  performed and complied in all material respects with all agreements
and  conditions  required by this Purchase Agreement to be performed or complied
with  prior to or on the Effective Date, and, in the event that the Closing Date
is  not  the  same  date  as  the  Effective Date, Company and Shareholder shall
deliver  to  Purchaser an "Effective Date Certificate" dated as of the Effective
Date  (substantially  in  the  form attached hereto as Exhibit C), certifying in
                                                       ---------
such  detail  as  Purchaser  may  reasonably  request  to the fulfillment of the
foregoing.

     12.3     Absence  of  Errors  and  Omissions.  Purchaser  shall  not  have
              -----------------------------------
discovered any material error, misstatement or omission in the Company Financial
Statements  or  in  any  of  the  representations or warranties, or any material
failure  to  perform  or  satisfy  any  covenants or conditions required by this


<PAGE>
Purchase Agreement to be performed or satisfied by Company and Shareholder on or
prior  to  the  Effective  Date.

     12.4     Certificates; Resolutions; Opinion.  Company and Shareholder shall
              ----------------------------------
have  delivered  to  Purchaser:

          (a)     An opinion of counsel for Company and Shareholder, dated as of
the  Effective Date, substantially in the form attached hereto as Exhibit D; and
                                                                  ---------

          (b)     Certified  copies  of  the  Articles  and  Bylaws  of Company;

          (c)     Certified  copy  of  the  Company's  Certificate of Authority.

     12.5     No  Actions;  Proceedings  or Injunctions.  No legal or regulatory
              -----------------------------------------
action  or  proceeding  shall be pending or threatened by any Persons to enjoin,
restrict  or  prohibit  the transactions contemplated herein.  No preliminary or
permanent  injunction  or  other  order  by any federal, national, provincial or
state  court which prevents the consummation of the transactions shall have been
issued  and  remain  in  effect.

     12.6     Consents  and  Approvals  of  Partnership  and Third Parties.  The
              ------------------------------------------------------------
consummation  of  the transactions contemplated by this Purchase Agreement shall
not  be  prohibited  by any Legal Requirement.  All consents, authorizations and
approvals  that  are  necessary or appropriate for the parties to consummate the
Transaction, including, without limitation, consents of any and all landlords to
the  assignment  of  leases  and  any  and  all  consents  required  under  any
nondisturbance  and  recognition  agreements,  shall have been duly obtained (or
will  be  obtained  as  soon  as  practicable  after the Effective Date with the
permission  of  Purchaser).

     12.7     Approval of Proceedings; Documentation.  All instruments and legal
              --------------------------------------
and  corporate  proceedings  in connection with the transactions contemplated by
this  Purchase  Agreement,  and  the  form  and  substance  of  all instruments,
opinions,  certificates  and  other  documents  hereunder,  shall  be reasonably
satisfactory  in  form  and  substance  to  Purchaser  and  Purchaser's counsel.

     12.8     Absence  of  Material  Adverse  Changes.  There shall have been no
              ---------------------------------------
change  in  the condition (financial or otherwise), business, assets, operations
or prospects of Company from the date hereof which could have a Material Adverse
Effect  on  Company.

     12.9     Transaction  Documents.  Company  and  Shareholder  shall  have
              ----------------------
executed  and  delivered  all  Transaction  Documents to which they are a party.

     12.10     Absence  of  Natural  Disasters.  Neither  the  Company  or  the
               -------------------------------
Company's  assets  shall have been materially adversely affected in any way as a
result  of fire, explosion, disaster, accident, labor dispute, any action by the
United  States  of  America  or  any other government or governmental authority,
domestic  or  foreign,  flood, riot, act of war, civil disturbance or act of God
(collectively,  a  "Natural  Disaster").  Nor shall the Company or the Company's
assets be seriously threatened to be materially adversely affected in any way as
a  result  of  a  previously  occurred  Natural  Disaster.


<PAGE>
     12.11     Release  of  Liens.  Except  for  the Permitted Encumbrances, all
               ------------------
liens  currently  encumbering  the  Stock  or the Company's assets shall be duly
released  by  the  secured  parties and other lien holders, and UCC-3 release or
such  other  termination  statements  and other lien discharging documents shall
have  been  properly  recorded.

     12.12     Company  Related-Party  Transactions.  Purchaser  shall  have
               ------------------------------------
determined  in  Purchaser's  sole  reasonable  discretion, that all transactions
between  Company  and  any of its officers, directors, shareholders, partners or
other  Affiliates  ("Related  Party  Transactions")  are  fair  and commercially
reasonable  and,  to  the extent Purchaser has determined that any Related Party
Transactions  are  not  fair or commercially reasonable, such transactions shall
have  been  recast  or amended so as to be fair and commercially reasonable in a
manner  satisfactory  to  Purchaser.

     12.13     Schedules  and  Exhibits.  Purchaser, Company and Shareholder are
               ------------------------
able  to  prepare  and agree to the Schedules and Exhibits to be attached to the
Purchase  Agreement  prior  to  the  Effective  Date.

     12.14     Employee  Benefits.  Company  shall  have  confirmed  with  all
               ------------------
administrators  (and have provided evidence of same to Purchaser's satisfaction)
of Company's Employee Benefit Plans (with regard to those Employee Benefit Plans
which  Purchaser  is expressly assuming pursuant to the terms of this Agreement)
that Purchaser may make any and all premium payments (or otherwise) necessary to
continue  such Employee Benefit Plans until such time as Company's employees can
be  converted  to  Purchaser's  available  benefit  plans;

     12.15     Benefit  Plans.  Company  and/or  Shareholder  shall cause all of
               --------------
Company's employee benefit plans to be terminated and/or frozen at, or prior to,
the  Effective Date.  Company and/or Shareholder shall take all action necessary
to  transfer  "sponsorship"  of  any  Company employee benefit plan to Purchaser
and/or  its Affiliates.  Company and/or Shareholder shall cause all governmental
filings  to  be  timely and properly filed as respects any employee benefit plan
terminated  and/or  frozen.

     12.16     Resignations.  All  directors  and officers of Company shall have
               ------------
tendered  their  written  resignations  to be effective upon the Effective Date.

     12.17     Financing.  Purchaser  shall  have secured financing on terms and
               ---------
conditions  satisfactory  to  Purchaser  for  the  acquisition  of  the  Stock.

     12.18     Administrative  Services  Agreement.  Purchaser  and  Shareholder
               -----------------------------------
shall  have  executed  the  Administrative  Services  Agreement.

13.     Conditions Precedent to the Obligations of Company and Shareholder.  The
        ------------------------------------------------------------------
obligation  of  Company  and  Shareholder  to  consummate  the  transactions
contemplated  under  this Purchase Agreement shall be subject to the fulfillment
of  each  of  the following conditions prior to or at the Effective Date or such
earlier  date  specified  in any of the following conditions, any one or more of
which  may  be  waived,  in  whole  or  in  part,  by  Company  and Shareholder:

     13.1     Representations  and Warranties; Certificate.  The representations
              --------------------------------------------
and  warranties  of  Purchaser  contained  in  this Purchase Agreement or in any
certificate,  Schedule,  Exhibit  or  other  document  delivered pursuant to the
provisions  of  this  Purchase  Agreement,  or  in connection with this Purchase


<PAGE>
Agreement,  shall  be  true and correct in all respects as of the date when made
and  shall  be deemed to be made again at and as of the Effective Date and shall
be  true  and correct in all respects at and as of such time, except as a result
of  changes  or  events  expressly  permitted  or  contemplated in this Purchase
Agreement.  Company  shall  have  received  a certificate from a duly authorized
senior  officer  of  Purchaser  confirming  the  truth  and  correctness  of the
representations  and warranties of Purchaser in this Purchase Agreement dated as
of  the  Effective  Date.

     13.2     Performance  of  Agreements;  Certificate.  Purchaser  shall  have
              -----------------------------------------
performed  and  complied  in  all  material  respects  with  all  agreements and
conditions  required by this Purchase Agreement to be performed or complied with
by  Purchaser  prior to or on the Effective Date, and Purchaser shall deliver to
Company and Shareholder a certificate dated as of the Effective Date, certifying
in  such  detail  as  Company  and  Shareholder  may  reasonably  request to the
fulfillment  of  the  foregoing.

     13.3     Approval of Proceedings; Documentation.  All instruments and legal
              --------------------------------------
and  corporate  and  other  proceedings  of  Purchaser  in  connection  with the
transactions  contemplated by this Purchase Agreement and the form and substance
of  all  instruments, opinions, certificates and other documents hereunder shall
be  reasonably satisfactory in form and substance to Company and Shareholder and
Shareholder's  counsel.

     13.4     No  Actions,  Proceedings  or Injunctions.  No legal or regulatory
              -----------------------------------------
action  or  proceeding  shall be pending or threatened by any Persons to enjoin,
restrict  or  prohibit  the transactions contemplated herein.  No preliminary or
permanent  injunction  or  other  order  by any federal, national, provincial or
state  court which prevents the consummation of the transactions contemplated by
this  Purchase  Agreement  shall  have  been  issued  and  remain  in  effect.

     13.5     Transaction  Documents.  Purchaser  shall  have  executed  and
              ----------------------
delivered  all  Transaction  Documents  to  which  it  is  a  party.

     13.6     Absence  of  Errors  and Omissions.  Company and Shareholder shall
              ----------------------------------
not  have  discovered any material error, misstatement or omission in any of the
representations or warranties, or any material failure to perform or satisfy any
covenants  or  conditions required by this Purchase Agreement to be performed or
satisfied  by  Purchaser  on  or  prior  to  the  Effective  Date.

     13.7     Consents  and Approvals of Third Parties.  The consummation of the
              ----------------------------------------
transactions  contemplated by this Purchase Agreement shall not be prohibited by
any  Legal  Requirement.  All  consents,  authorizations  and approvals that are
necessary  or  appropriate  for  the parties to consummate the Transaction shall
have  been  duly  obtained.

     13.8     Schedules and Exhibits.  Purchaser and Company and Shareholder are
              ----------------------
able  to  prepare  and agree to the Schedules and Exhibits to be attached to the
Purchase  Agreement  prior  to  at  the  Effective  Date.


<PAGE>
14.     Termination.
        -----------

     14.1     Right  to  Terminate.  This  Purchase  Agreement  may  only  be
              --------------------
terminated  prior  to  the  Effective  Date  under  the  following  conditions:

          (a)     By the mutual written consent of Purchaser and Shareholder; or

          (b)     By  either  Purchaser,  Company  and/or Shareholder upon prior
written  notice  to  the  other  party;

               (i)     If  any  court  or  governmental  or  regulatory  agency,
authority  or  body shall have enacted, promulgated or issued any statute, rule,
regulation,  ruling, writ or injunction, or taken any other action, restraining,
enjoining  or otherwise prohibiting the transactions contemplated hereby and all
appeals  and  means  of  appeal  therefrom  have  been  exhausted;

               (ii)     By  Purchaser,  upon prior written notice to Company and
Shareholder,  if any of the conditions specified in Section 12 have not been met
                                                    ----------
or  waived  prior  to  the  Effective  Date  (or  any  extension  thereof);  or

               (iii)     By  Company, upon prior written notice to Purchaser, if
any  of the conditions specified in Section 13 shall not have been met or waived
                                    ----------
prior  to  the  Effective  Date  (or  any  extension  thereof).

     14.2     Effect  of  Termination.  In  the  event  of  termination  of this
              -----------------------
Purchase  Agreement  pursuant  to this Section 14, this Purchase Agreement shall
                                       ----------
forthwith  become  null  and void and there shall be no liability on the part of
any of the parties hereto or their respective officers or directors with respect
to  this  Purchase  Agreement,  except  for  Section  7 and the last sentence of
                                             ----------
Section 4 which shall remain in full force and effect after any such termination
---------
of  this  Purchase  Agreement,  and except that nothing herein shall relieve any
party  from  liability  for  a  breach  of  this Purchase Agreement prior to the
termination  thereof.

15.     Entire  Agreement.  This Purchase Agreement (together with the Schedules
        -----------------
and  Exhibits  hereto) and the Transaction Documents (including any "side letter
agreements" executed by the parties) constitute the entire agreement between the
parties  hereto  pertaining to the subject matter hereof and supersede 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 or in such other
agreements.

16.     Amendment.  This Purchase Agreement may be amended by the parties hereto
        ---------
at any time, but only by an instrument in writing duly executed and delivered on
behalf  of  each  of  the  parties  hereto.

17.     Headings.  Section  headings  are  not  to  be  considered  part of this
        --------
Purchase  Agreement and are included solely for convenience and are not intended
to  be  full  accurate  descriptions  of  the  contents  thereof.  References to
Sections  are to portions of this Purchase Agreement unless the context requires
otherwise.


<PAGE>
18.     Exhibits,  Schedules,  Etc.  Exhibits,  Schedules  and  other  documents
        --------------------------
referred  to  in  this  Purchase Agreement are an integral part of this Purchase
Agreement.  To the extent a Schedule requires an item and/or matter to be listed
or  described  on  such  Schedule,  any  and  all  applicable documents or other
explanatory  materials shall be attached to the applicable Schedule in the order
therein  referenced.

19.     Successors and Assigns; Third Party Beneficiaries.  All of the terms and
        -------------------------------------------------
provisions of this Purchase Agreement shall be binding upon, and shall inure to,
the  benefit  of  the parties hereto and their respective permitted transferees,
successors  and  assigns.  This Purchase Agreement is not intended to confer any
rights or benefits on any Persons other than the parties hereto, it being agreed
that  all  third  party  beneficiary  rights  are  hereby  expressly  denied.

20.     Notices,  Etc.  Any  notice  or  other communication under this Purchase
        -------------
Agreement  shall  be  in  writing  and  shall  be delivered in person or sent by
pre-paid  certified  or  registered mail, receipted overnight messenger service,
receipted hand delivery or facsimile (with electronic confirmation), as follows:

          (a)  If to Company and/or to Shareholder, addressed as applicable to:


               SafeGuard Health Enterprises, Inc.
               95 Enterprise, Suite 100
               Aliso Viejo, CA 92656-2605
               Attention: Ronald I. Brendzel, Senior Vice President and
               General Counsel
               Facsimile: 949.425.4586

          (b)  If  to  Purchaser,  addressed  to:

               Dental Economics, L.L.C., General Partner
               11777 Katy Freeway, Suite 405
               Houston, Texas 77029
               Attn: James A. Taylor, President and CEO
               Facsimile: 713.493.6599

               with a copy to:

               Gardere Wynne Sewell LLP
               1601 Elm Street, Suite 3000
               Dallas, Texas 75201-4761
               Attn: Roman J. Kupchynsky II
               Facsimile: 214.999.3528


21.     Knowledge  and Gender.  A representation or statement made herein to the
        ---------------------
knowledge  of  Company  or  Shareholder also includes the knowledge or belief of
Company's  directors and officers, and the independent accountants and attorneys
of  Company  and  Shareholder regardless of whether the knowledge of such Person
was  obtained outside of the course and scope of his employment by, or duties to
Company  or  Shareholder,  and regardless of whether any such Person's interests


<PAGE>
are  adverse to Company.  Whenever the context requires, the gender of all words
used  herein  shall  include  the  masculine,  feminine  and  neuter.

22.     Accounting  Terms.  All  accounting  terms  not otherwise defined herein
        -----------------
have  the  meanings  assigned  to  them, determined in accordance with generally
acceptable  accounting  principles,  consistently applied throughout the periods
indicated  ("GAAP").

23.     Governing  Law.  This  Purchase  Agreement,  and  the  rights, remedies,
        --------------
obligations,  and  duties of the parties under this Purchase Agreement, shall be
governed  by,  construed  in  accordance with and enforced under the laws of the
State  of  Texas, without giving effect to the principles of conflict of laws of
such  state.  If  any  action is brought to enforce or interpret this Agreement,
venue  for  such  action  shall  be proper in Harris County, Texas.  The parties
irrevocably  (i) submit to the exclusive jurisdiction of the state courts of the
State  of  Texas  over  any action or proceeding arising out of a breach of this
Agreement,  (ii)  agree  that all claims in respect of such action or proceeding
may  be  heard and determined in such courts, (iii) waive, to the fullest extent
they  may  effectively  do  so,  the defense of an inconvenient or inappropriate
forum  to  the  maintenance  of  such  action  or proceeding, and (iv) waive any
defense  based  on  lack  of  personal  jurisdiction  of  any  such  purpose.

24.     Severability;  Modifications  for  Prospective  Legal  Events.  The
        -------------------------------------------------------------
provisions  of  this Purchase Agreement are severable, and in the event that any
one  or  more  provisions  are  deemed  illegal  or unenforceable, the remaining
provisions  shall  remain  in  full force and effect.  In the event any state or
federal  laws  or  regulations, now existing or enacted or promulgated after the
date  hereof, are interpreted by judicial decision, a regulatory agency or legal
counsel  in  such  a  manner  as to indicate that this Purchase Agreement or any
provision  hereof  may  be in violation of such laws or regulations, the parties
hereto  shall  amend  this  Purchase  Agreement  as  necessary  to  preserve the
underlying  economic  and  financial arrangements between the parties hereto and
without  substantial  economic  detriment  to either party.  Neither party shall
claim  or  assert  illegality  as  a defense to the enforcement of this Purchase
Agreement  or any provision hereof; instead, any such purported illegality shall
be  resolved  pursuant  to  the  terms  of  this  Section.

25.     Counterparts.  This Purchase 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.

26.     Assignment.  This  Purchase  Agreement may not be assigned by any of the
        ----------
parties  hereto  without  the  prior  written  consent  of the others; provided,
however, that Purchaser may assign Purchaser's rights and obligations under this
Purchase  Agreement  to any subsidiary of Purchaser or any Person that controls,
is  controlled  by  or is in common control with Purchaser or to any Person that
merges  with  or into Purchaser or that acquires all or substantially all of the
assets  of  Purchaser.

27.     Effect  of  Review.  Any  review  or  investigation  performed by, or on
        ------------------
behalf  of,  a  party of the first part shall not affect the representations and
warranties and indemnification obligations of the party of the second part under
this  Purchases  Agreement, regardless of the knowledge and information received
(or which should have been received) by a party of the first part as a result of
such  review  or  investigation.


<PAGE>
28.     Construction  of Purchase Agreement.  The parties and their counsel have
        -----------------------------------
participated  fully  in  the  preparation,  review and revision of this Purchase
Agreement.  Any  rule  of  construction to the effect that ambiguities are to be
resolved  against  the  drafting  party shall not apply to the interpretation of
this  Purchase  Agreement.

29.     Arbitration.  The  parties hereto shall submit to binding arbitration by
        -----------
a  board  of  three (3) arbitrators any disputed question or controversy arising
under this Purchase Agreement or arising out of, or relating to, the transaction
contemplated by the Purchase Agreement.  Any party may initiate the arbitration,
by  notice  in  writing  to  the  other  party,  setting forth the nature of the
dispute, the amount involved, if any, and the remedy sought.  Any party desiring
to  initiate  arbitration shall serve a written notice of intention to arbitrate
to the other party and to the American Arbitration Association office closest to
Company  within  one  hundred eighty (180) days after a dispute has arisen.  The
board  of  three  (3)  arbitrators  shall  be  appointed  promptly  upon written
application  of  the  initiating party, and shall be selected in accordance with
the  Commercial  Arbitration Rules of the American Arbitration Association.  All
of  the  arbitrators  shall  be members of the American Arbitration Association.
Depositions  may  be taken and other discovery obtained in any arbitration under
this  Purchase  Agreement.  The  board  of arbitrators appointed hereunder shall
conduct  the  arbitration  pursuant  to  the Commercial Arbitration Rules of the
American  Arbitration  Association  then  in effect, except as such rules may be
modified  for  the purpose of the arbitration proceeding by action of a majority
vote  of  the  arbitrators or by mutual written agreement of the parties to this
Purchase  Agreement.  The award of the arbitrators, or a majority of them, shall
be final and binding upon the parties hereto and judgment thereon may be entered
in  any  court  having  jurisdiction.  All  statutes of limitations, which would
otherwise  be  applicable,  shall apply to any arbitration proceeding hereunder.
The  provisions  of  this  section  shall  survive any termination, amendment or
expiration  of  this  Purchase Agreement unless all the parties hereto otherwise
expressly agree in writing.  The arbitrators, or a majority of them, shall award
reasonable  attorneys'  fees  and  costs to the prevailing party pursuant to the
terms  of  this Purchase Agreement.  Except as set forth above concerning awards
to  the  prevailing  party, each party shall bear its own expenses in connection
with preparation for the presentation of its case at the arbitration proceedings
and  the  fees  and  expenses  of  the arbitrators and all other expenses of the
arbitration  (except those referred to in the preceding sentence) shall be borne
equally by the parties to such arbitration.  The arbitration shall take place in
the  city  of  the  party  not  initiating  the  arbitration.



                        (Signatures begin on next page)


<PAGE>
     IN  WITNESS  WHEREOF, the parties have caused this Purchase Agreement to be
duly  executed as of the 1st day of October, 2001, effective as of the Effective
Date.

                         Purchaser:
                         ---------

                         Dental Economics, L.P., a Delaware limited partnership


                         By:  Dental  Economics,  L.L.C.,  a  Delaware  limited
                              liability  company,  its  general  partner


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



                         Company:
                         -------

                         SafeGuard Health Plans, Inc., a Missouri 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


                         Shareholder:
                         -----------

                         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


<PAGE>
                                Schedule 2.2(a)
                                ----------------

              Accounts Payable and Accrued Expenses to be Assumed

                            Summary of Financial Data
                          List of Accrued Commissions
                      List of Groups with Brokers Attached
                            Approximate Value $16,000
                          Summary of Deferred Revenue


<PAGE>
                                 Schedule 2.3(b)
                                 ---------------

                    Other Executory Obligations to be Assumed

                                     (NONE)


<PAGE>
                                  Schedule 2.5
                                  ------------

                                 Excluded Assets

   Lease for Office Space located at 111 West Port Plaza, ST. Louis, MO 63146


<PAGE>
                                  Schedule 5.2
                                  ------------

                                  Subsidiaries


                                     (NONE)


<PAGE>
                                  Schedule 5.3
                                  ------------

                          Company Financial Statements


Financial Statements audited by Deloitte and Touche LLP for calendar years 1998,
1999, and 2000

Statutory Financial Statements filed with the Missouri Department of Insurance
for calendar years 1998, 1999, and 2000

Seller's internal generated financial statements for the period from January 1,
2001 to October 31, 2001

Documentation evidencing the Company's Certificate of Authority issued to it by
the Missouri Department of Insurance for calendar years 1998, 1999 and 2000


<PAGE>
                                  Schedule 5.4
                                  ------------

                            Material Adverse Changes


                                     (NONE)


<PAGE>
                                  Schedule 5.5
                                  ------------

          Accounts and Notes Receivable; Prepaid Expenses and Deposits


    Central Bank for Statutory Deposits in the approximate amount of $150,000
            Interest receivable on Statutory Deposits mentioned above
  Accounts receivable to be listed by group and amount of account receivable for
                                   each group


<PAGE>
                                  Schedule 5.6
                                  ------------

    Equipment and Personal Property; Equipment and Personal Property Leases;
                      Real Properties and Leaseholds; Liens

                                     (NONE)


<PAGE>
                                  Schedule 5.7
                                  ------------

                 Contracts; Other Agreements; Consents; Defaults


                                     (NONE)


<PAGE>
                                  Schedule 5.8
                                  ------------

                           ERISA and Employee Matters


                                     (NONE)


<PAGE>
                                  Schedule 5.10
                                  -------------

                 Patents; Trademarks/Service Marks; Tradenames;
                             Software Licenses; Etc.


                                     (NONE)


<PAGE>
                                  Schedule 5.12
                                  -------------

                                   Litigation


                                     (NONE)


<PAGE>
                                  Schedule 5.13
                                  -------------

                                Violations of Law


                                     (NONE)


<PAGE>
                                  Schedule 5.14
                                  -------------

                         Violations of Other Instruments


                                     (NONE)


<PAGE>
                                  Schedule 5.15
                                  -------------

                              Permits and Approvals

Certificate of Authority regarding Company issued by the Missouri Department of
                Insurance for calendar years 1998, 1999 and 2000


<PAGE>
                                  Schedule 5.16
                                  -------------

                                   Tax Matters

    Missouri pages out of the consolidated Federal income tax return filled by
                  Seller for calendar years 1998, 1999 and 2000
    Missouri Franchise and other state tax returns filed for the calendar years
                               1998, 1999 and 2000


<PAGE>
                                  Schedule 5.18
                                  -------------

                                   Guarantors


                                     (NONE)


<PAGE>
                                  Schedule 5.19
                                  -------------

                           Employees and Compensation

Employment letter agreement between the Company and Debra K. Rathgeber dated as
 of January 3, 2001, a copy of which is attached hereto, to be terminated prior
  to closing with Seller to be responsible for any payments required thereupon


<PAGE>
                                  Schedule 5.20
                                  -------------

               Certain Transactions; Transactions with Affiliates

 Tax Sharing Agreement between the Company and Seller to be terminated prior to
                               the Effective Date

Management Services Agreement between Company and Seller to terminated prior to
                               the Effective Date




<PAGE>
                                  Schedule 5.21
                                  -------------

                              Environmental Matters


                                     (NONE)


<PAGE>
                                  Schedule 5.23
                                  -------------


                                Books and Records


                        Original Minute Book of Company
Triennial Examinations conducted by the Missouri Department of Insurance and any
                        responses by the Company thereto
               All material regulatory filing made by the Company
All material correspondence between the Missouri Department of Insurance and the
                                    Company


<PAGE>
                                  Schedule 5.24
                                  -------------

                            Broker's or Finder's Fees


  Purchaser has reached an agreement with Ed Reese of Ed Reese and Associates to
              pay a brokers' fee for which Purchaser is responsible


<PAGE>
                                  Schedule 5.27
                                  -------------

                                  Bank Accounts


    Central Bank-Statutory Bank Account in the approximate amount of $150,000
   Dreyfess Money Market account which shall be liquidated and closed by Seller
                           prior to the Effective Date


<PAGE>
                                  Schedule 5.28
                                  -------------

                     Provider Agreements and Dental Policies

      List of all dental providers with standard form provider agreements
List of all dental providers with non-standard provider agreement and copies of
                              all such agreements
    List of all current dental polices which includes a listing of all Group
 Contracts and a listing of all individual contract forms and the names of each
          individual subscribers covered under such individual polices



<PAGE>
                                  Schedule 5.29
                                  -------------

                                Agents of Company


             List of all brokers for the Company by name and address


<PAGE>
                                  Schedule 5.30
                                  -------------

                                Computer Systems


                                     (NONE)


<PAGE>
                                  Schedule 5.32
                                  -------------

                              Complaint Procedures


            Copy of the Company's current grievance policy in effect


<PAGE>