EXHIBIT 10.50 TO CURRENT REPORT ON FORM 8-K DATED AS OF JUNE 30, 2003
      ---------------------------------------------------------------------

                            NETWORK ACCESS AGREEMENT

     This  NETWORK  ACCESS  AGREEMENT (the "Agreement") is made and entered into
this  30th day of June, 2003 by and between Health Net Life Insurance Company, a
California  domiciled  life  and  disability  insurance  company  ("HNL"),  and
SafeHealth  Life  Insurance  Company, a California domiciled life and disability
insurance  company  ("SafeHealth").

                                    RECITALS
                                    --------

     WHEREAS,  HNL  has developed and maintains a network of providers of vision
care and vision services to provide quality vision care services in a timely and
efficient  manner  consistent  with  good  vision practices at contracted rates;

     WHEREAS,  pursuant to the Purchase and Sale Agreement by and between Health
Net,  Inc. and SafeGuard Health Enterprises, Inc. dated June 30, 2003 ("Purchase
and  Sale  Agreement"),  SafeGuard  Health Enterprises, Inc. agreed, among other
things, to purchase and Health Net, Inc. agreed, among other things, to transfer
and  assign  to SafeGuard Health Enterprises, Inc. or its Designee, all of HNL's
right,  title  and  interest  in the agreements between the Vision Providers (as
defined  herein)  under  contract  with HNL to provide vision services or vision
supplies  to  HNL Subscribers (as defined herein) in California capable of being
assigned  or  transferred  by  HNL  to SafeGuard Health Enterprises, Inc. or its
Designee;

     WHEREAS,  as a condition to the obligation of the parties to consummate the
Purchase  and  Sale  Agreement, the parties agreed to enter into an agreement at
the  Closing to use commercially reasonable efforts to provide SafeHealth as the
Designee  of  SafeGuard  Health  Enterprises,  Inc.  continued  access after the
Closing  to  those Vision Providers with vision provider agreements which HNL is
not  able  to  assign  to  SafeHealth;

     WHEREAS, HNL and SafeHealth desire to enter into this Agreement under which
HNL  will  use  its  commercially  reasonable efforts to provide SafeHealth with
access  to  the  Vision  Providers.

     NOW,  THEREFORE,  in  consideration  of  the  mutual  covenants,  terms and
conditions  herein  contained  and  other  good  and valuable consideration, the
sufficiency  of  which  is  hereby  acknowledged,  the  parties  hereby agree as
follows:

                                    ARTICLE I
                                   DEFINITIONS
                                   -----------

     Capitalized  terms  used  in this Agreement and not otherwise defined shall
have  the  meanings  given  such  terms in the Purchase and Sale Agreement.  For
purposes  of  this  Agreement,  the  following  terms  shall  have  the meanings
specified  below.


                                      -1-
<PAGE>
     "Assumption  and  Indemnity Reinsurance Agreement" means the Assumption and
      ------------------------------------------------
Indemnity Reinsurance Agreement by and between Health Net Life Insurance Company
and  SafeHealth  Life  Insurance  Company  dated  June  30,  2003.

     "Change  of Control" means the acquisition, in a single transaction or in a
      ------------------
series  of  related  transactions,  by a person, an entity or a group of persons
acting in concert of fifty-one percent (51%) or more of the voting securities of
a party, or fifty-one percent (51%) or more of the aggregate value of the assets
of  a  party.

     "Contract"  mean  a  contract  between  HNL  and  a Vision Provider for the
      --------
provision  of  Covered  Services to HNL Subscribers in force as of the Effective
Date.

     "Covered Services" means those vision services and vision supplies that are
      ----------------
described  in  a  Subscriber  Agreement.

     "Dispute"  shall  have  the  meaning  set  forth  in  Section  7.01.
      -------

     "Effective  Date" means the Closing Date of the Purchase and Sale Agreement
      ---------------
by  and  between  Health  Net, Inc. and SafeGuard Health Enterprises, Inc. dated
June  30,  2003.

     "HNL  Subscriber"  means  the  person who resides in California and who has
      ---------------
entered  into an individual or group Subscriber Agreement with HNL or any of its
Affiliates  and  who  is eligible to receive Covered Services from HNL or any of
its  Affiliates.  For  purposes of this Agreement, Subscribers under Non-Novated
Vision  Policies  (as  defined  in  the  Assumption  and  Indemnity  Reinsurance
Agreement)  shall  be considered HNL Subscribers and Non-Novated Vision Policies
shall  be  considered  HNL  Subscriber  Agreements.

     "JAMS"  shall  have  the  meaning  set  forth  in  Section  7.02.
      ----

     "Losses"  shall  have  the  meaning  set  forth  in  Section  8.02.
      ------

     "NCQA  Credentialing Standards" shall have the meaning set forth in Section
      -----------------------------
3.04.

     "Network  List"  shall  have  the  meaning  set  forth  in  Section  2.04.
      -------------

     "Non-Novated  Vision  Policies"  shall  have  the  meaning set forth in the
      -----------------------------
Assumption  and  Indemnity  Reinsurance  Agreement.

     "Notice  of  Transfer"  shall  have  the meaning set forth in Section 2.02.
      --------------------

     "Novated  Vision  Policies"  shall  have  the  meaning  set  forth  in  the
      -------------------------
Assumption  and  Indemnity  Reinsurance  Agreement.

     "Participating  Vision Provider" means any Vision Provider who or which has
      ------------------------------
not  consented to the assignment by HNL of their Contract to SafeHealth, but who
or  which  has otherwise consented to provide vision services or vision supplies
to  SafeHealth  Subscribers  in  California  on the same terms and conditions as
contained  in  the  Contract  with  such  Vision


                                      -2-
<PAGE>
Provider  and  who  or  which  SafeHealth determines meets the credentialing and
contracting  criteria  established  by  SafeHealth.

     "SafeHealth  Subscriber" means the person who resides in California and who
      ----------------------
has  entered into an individual or group Subscriber Agreement with SafeHealth or
any  of  its  Affiliates  and  who  is eligible to receive Covered Services from
SafeHealth  or  any  of  its  Affiliates.  For  purposes  of  this  Agreement,
Subscribers  under  Novated  Vision  Policies  (as defined in the Assumption and
Indemnity  Reinsurance Agreement) shall be considered SafeHealth Subscribers and
Novated  Vision  Policies  shall be considered SafeHealth Subscriber Agreements.

     "Strategic  Vision  Partner"  shell  have  the meaning set forth in Section
      --------------------------
3.09.

     "Subscriber  Agreement" means an agreement with a Subscriber that describes
      ---------------------
the  Covered  Services and which sets forth the terms and conditions of coverage
and  enrollment.

     "Vision  Provider"  means  a  vision  service  provider, or a vision supply
      ----------------
provider  who  or which as of the Effective Date is party to a Contract with HNL
to  provide  vision services or vision supplies to HNL Subscribers who reside in
California.

                                   ARTICLE II
                                  HNL SERVICES

     Section  2.1     Access  to  Network.  Subject  to  and consistent with the
                      -------------------
terms  and  conditions of this Agreement, HNL shall provide to SafeHealth access
to the Vision Providers who or which allow such access under their Contracts for
the  purpose  of  providing  vision  services  or  vision supplies to SafeHealth
Subscribers.  SafeHealth  shall  cooperate  with  HNL  to  arrange  access  by
SafeHealth  Subscribers to any Vision Provider whose Contract does not expressly
permit  such  access  and  who  or  which  SafeHealth  determines  meets  the
credentialing  and  contracting  criteria  established  by  SafeHealth.

     Section  2.2     Notice  to  Vision  Providers.  HNL  and  SafeHealth shall
                      -----------------------------
jointly  prepare  and  deliver  to  each Vision Provider a notice informing each
Vision  Provider  of  the  agreement  reached between HNL and SafeHealth for the
transfer  of  the  Vision  Policies  from  HNL  to  SafeHealth  pursuant  to the
Assumption  and  Indemnity  Reinsurance  Agreement  and  requesting  each Vision
Provider  to consent to the assignment by HNL of such Vision Provider's Contract
to  SafeHealth  (the  "Notice  of  Transfer").  The  expense  of  preparing  and
delivering  the  Notice  of  Transfer  to  each  Vision Provider shall be shared
equally  by  the parties.  The parties shall use commercially reasonable efforts
to  take  such  actions  or  cause  to  be done such things necessary, proper or
appropriate  to  obtain the consent of the Vision Providers to the assignment by
HNL  of  their  Contracts  to SafeHealth.  Upon receipt of a consent by a Vision
Provider to the assignment by HNL of his, her or its Contract to SafeHealth, HNL
shall  take  such  actions  necessary or appropriate to effect the assignment of
such  Vision  Provider  Contracts  to  SafeHealth.

     Section  2.3     Access  to  Vision  Providers.  SafeHealth understands and
                      -----------------------------
acknowledges  that  certain  Vision  Providers  may  elect not to consent to the
assignment  of  their  Contract  by HNL to SafeHealth.  When HNL has information
that  a Vision Provider has indicated that he, she or it will not consent to the
assignment  by  HNL  of  such  Vision  Provider's  Contract  to  SafeHealth,


                                      -3-
<PAGE>
HNL  shall  use  its  commercially  reasonable efforts to cause each such Vision
Provider selected by SafeHealth to provide vision services or vision supplies to
SafeHealth  Subscribers  on  the same basis, terms and conditions as such Vision
Provider  has  agreed  to provide Covered Services to HNL Subscribers, provided,
                                                                       --------
however,  that  HNL shall not be required to take any action with respect to any
-------
Contract  that  would  constitute  a breach thereof, a violation of Law, or that
would  result  in  a  failure  by HNL to provide access to HNL Subscribers to an
adequate  network  of  Vision  Providers.

     Section  2.4     Network  List.  Thirty  (30)  calendar  days  prior to the
                      -------------
Effective  Date, HNL shall deliver to SafeHealth a list of Vision Providers (the
"Network  List")  in a mutually acceptable electronic format that is accurate as
of  the  end  of the calendar month preceding delivery of the Network List.  The
Network  List shall contain information regarding each Vision Provider including
name,  billing  address,  facility  office  address,  telephone  number,  tax
identification  number,  the  Contract  fee  schedule,  Contract effective date,
Contract  termination  date,  and any specialty.  On a monthly basis thereafter,
HNL  shall deliver to SafeHealth (i) updates of all information contained in the
Network  List  and  any  additional  information  in HNL's possession reasonably
necessary  for SafeHealth to monitor and maintain an accurate database of Vision
Providers  and  to  maintain  the sufficiency and accuracy of SafeHealth's claim
processing and payment systems, (ii) a list of all Vision Providers who or which
have  consented  to the assignment of their Contract from HNL to SafeHealth, and
(iii)  a  list  of  all  Vision  Providers  who  or  which  have  agreed  to  be
Participating  Vision  Providers.

     Section  2.5     Maintenance  of  Network.  HNL  shall  use  commercially
                      ------------------------
reasonable  efforts to maintain and enforce all provisions of the Contracts with
Participating  Vision Providers, provided, however, HNL shall not be required to
                                 --------  -------
recruit or enter into a contract with any person or entity who or which is not a
Vision  Provider  as  of  the  Effective  Date.

     Section  2.6     Termination  of Contracts.  HNL shall notify SafeHealth as
                      -------------------------
soon  as  reasonably  practicable  of  the  receipt  by  HNL  of  a  notice of a
Participating Vision Provider's intention to terminate his, her or its Contract.
Nothing  herein  shall  preclude  HNL  from terminating any Participating Vision
Provider  either  for  cause  or  at  the  direction  of  SafeHealth in a manner
consistent  with  the  provisions  of  the Contract of each Participating Vision
Provider.  If  the  Contract  of a Participating Vision Provider terminates, the
obligation  of  HNL  to  use  its  commercially reasonable efforts to cause such
Participating  Vision  Provider to provide vision services or vision supplies to
SafeHealth  Subscribers  shall  cease  effective  on  the  date such termination
becomes  effective.

     Section  2.7     Communications.  HNL  shall  notify  SafeHealth in writing
                      --------------
promptly after receiving any actual or constructive notice of any investigation,
complaint,  grievance  or  adverse  action  against  any  Participating  Vision
Provider,  including  without  limitation (i) any action against a Participating
Vision  Provider's  state  license, accreditation, or certification, or (ii) any
event or circumstance which reasonably could be expected to interfere materially
with,  modify,  or  alter the performance of any Participating Vision Provider's
duties  or  obligations  under  its  Contract.


                                      -4-
<PAGE>
     Section 2.8     Grievance Procedure.  HNL and SafeHealth shall cooperate to
                     -------------------
resolve  any  questions  or complaints involving a Participating Vision Provider
related  to  vision  services  or  vision  supplies  provided  to  SafeHealth
Subscribers.

                                   ARTICLE III
                            OBLIGATIONS OF SAFEHEALTH
                            -------------------------

     Section  3.1     Direct  Contracting.  As  soon  as  reasonably practicable
                      -------------------
after  the  Effective Date, SafeHealth shall use commercially reasonable efforts
to  contract  directly  with  the those Vision Providers who or which (i) do not
consent  to the assignment of their Contract from HNL to SafeHealth, (ii) who or
which SafeHealth determines meet the SafeHealth credentialing requirements as of
the  Effective  Date, and (iii) who or which SafeHealth determines are necessary
or  desirable  to  provide  vision  services  or  vision  supplies to SafeHealth
Subscribers.  If  any  Vision  Provider  enters  into  a  direct  contractual
relationship  with  SafeHealth,  HNL's obligations to SafeHealth with respect to
such  Vision Provider pursuant to this Agreement shall cease, provided, however,
                                                              --------  -------
HNL  shall maintain its Contract with any Vision Provider who or which contracts
directly  with  SafeHealth  if  necessary  to  provide  HNL  Subscribers  under
Non-Novated  Vision  Policies  with  access  to  an  adequate  network of Vision
Providers.

     Section  3.2     Agreements  with Contracting Providers.  SafeHealth hereby
                      --------------------------------------
accepts  and  agrees  to  comply  with  all  provisions  of  the  Contracts with
Participating Vision Providers, including but not limited to, the responsibility
to  make  payment  to  any  Participating Vision Provider for vision services or
vision  supplies  provided  by  the Participating Vision Providers to SafeHealth
Subscribers  according to the fee schedule applicable to each Contract.  Any fee
schedule  maintained  by  HNL  with  a  Participating  Vision  Provider shall be
provided  by  HNL  upon  request to the SafeHealth.  Upon receipt of the written
consent  of  SafeHealth,  HNL  may  amend  the  fee  schedule  applicable to any
Participating  Vision  Provider  in  a  manner  consistent with the terms of the
Contract  with  such  Participating  Vision  Provider.  Notwithstanding  the
foregoing,  SafeHealth shall not modify in any way any obligation of the parties
set forth in the applicable Contracts executed between HNL and the Participating
Vision  Providers.

     Section  3.3     Payment  of  Vision  Provider  Fees.
                      -----------------------------------

     (a)     SafeHealth  shall retain full responsibility for the payment of all
fees  related  to  vision  services  and  vision supplies provided to SafeHealth
Subscribers  by  Participating Vision Providers, excluding applicable copayment,
coinsurance  and  deductible amounts.  SafeHealth shall at all times retain full
responsibility  for determining compensability and for payment or non-payment of
claims  for  fees  from  Participating Vision Providers pertaining to SafeHealth
Subscribers.

     (b)     HNL  shall  promptly  forward  to  SafeHealth  any  claims for fees
received  by  HNL  from  Participating Vision Providers pertaining to SafeHealth
Subscribers  and  payable  by  SafeHealth,  unless SafeHealth has made alternate
arrangements  in  advance  with a Participating Vision Provider to submit claims
directly to SafeHealth for payment.  SafeHealth shall pay the claims for fees of
Participating  Vision  Providers for vision services or vision supplies provided
to  SafeHealth  Subscribers  as  soon as practical, but subject to the following
minimum  standard:


                                      -5-
<PAGE>
95%  of the monthly volume of clean claims shall be paid or denied within thirty
(30) calendar days of receipt by SafeHealth.  For purposes of this Section 3.03,
"clean  claim"  means  a  claim that has no defect or impropriety, including any
lack  of  any required substantiating documentation, or particular circumstances
requiring special treatment that prevents timely payments from being made on the
claim.  SafeHealth  shall promptly notify HNL if they determine that the minimum
reimbursement  standards  are  not  met  regularly.

     Section  3.4     Credentialing.  SafeHealth  shall  re-credential  the
                      -------------
Participating  Vision  Providers at least every thirty-six (36) months utilizing
the  credentialing  standards  of  the  National  Committee of Quality Assurance
Standards  for  Accreditation of Managed Care Organizations ("NCQA Credentialing
Standards").  If  a  Participating  Vision  Provider  fails  to  meet  the  NCQA
Credentialing Standards, upon the request of SafeHealth, HNL shall terminate the
Contract  of  such  Participating  Vision Provider in accordance with its terms.
SafeHealth  shall  require  the  Participating  Vision Providers to maintain all
professional  liability and general liability insurance coverage required by Law
or  their Contract.  Subject to any applicable confidentiality requirements, HNL
and  its  authorized  representatives  shall  have the right, upon prior written
notice, at all reasonable times during normal business hours, to inspect, review
and make copies of all books and records of SafeHealth reasonably related to the
credentialing  of  Participating  Vision  Providers.

     Section  3.5     Quality  of Service.  SafeHealth shall monitor the quality
                      -------------------
of  Covered  Services  provided  by  the  Participating  Vision Providers to HNL
Subscribers  and  SafeHealth  Subscribers  through  a quality management program
consistent  with the prevailing practices and procedures of SafeHealth as of the
Effective  Date.  In  the  event  the  standard  or  quality  of care or service
furnished  by  a Participating Vision Provider is found to be unacceptable under
such  program,  SafeHealth  shall  promptly  notify  HNL  and  either  (i)  use
commercially  reasonable  efforts  to  ensure  that  such  Participating  Vision
Provider  corrects the specified deficiency, or (ii) direct HNL to terminate the
Contract  of  such  Participating  Vision Provider in accordance with its Terms.
HNL  shall  cooperate  with  SafeHealth and use reasonable efforts to obtain the
cooperation  of  Participating  Vision  Providers  with  SafeHealth's  provider
profiling  and  performance  measurement  programs  and  processes.

     Section  3.6     Use  of  Information.  SafeHealth may provide the names of
                      --------------------
Participating Vision Providers to SafeHealth Subscribers in provider directories
or  otherwise  and  may use such information as otherwise necessary to carry out
the  terms  of  this  Agreement,  including  but  not  limited to, attempting to
contract  directly  with  Vision Providers pursuant to Section 3.01.  SafeHealth
shall  not  otherwise  use  the  names,  symbols, trademarks or service marks of
Participating  Vision Providers without the prior written consent of HNL and the
Participating  Vision  Providers.

     Section  3.7     Subscriber  Services.  SafeHealth shall perform all duties
                      --------------------
relating to SafeHealth Subscriber services, grievances, appeals and coordination
of  care  under  the  SafeHealth  Subscriber  Agreements.


                                      -6-
<PAGE>
     Section  3.8     Covered  Services.  Communications  as  to  the  scope  of
                      -----------------
Covered Services under the SafeHealth Subscriber Agreements and the availability
of  same  to  SafeHealth  Subscribers  shall  be  the sole responsibility of the
SafeHealth.

     Section  3.9     Cooperation  with  Strategic  Vision  Partner.  SafeHealth
                      ---------------------------------------------
acknowledges  and agrees that Health Net, Inc. intends to enter into a strategic
relationship  with another party (the "Strategic Vision Partner") to sell Health
Net  private  labeled vision products in California, Arizona and Oregon and that
as  part  of  such  relationship,  Health  Net  will assist the Vision Strategic
Partner  to  obtain  contracts  with  certain  Vision  Providers  in California.
SafeHealth shall provide reasonable assistance and information necessary for the
Strategic  Vision  Partner  to  obtain  contracts  with  the Vision Providers in
California  selected  by  the  Strategic  Vision  Partner.

                                   ARTICLE IV
                              TERM AND TERMINATION

     Section  4.1     Term.  The term of this Agreement shall be for a period of
                      ----
one  (1)  year,  commencing  on  the  Effective  Date.

     Section  4.2     Termination  on  Mutual  Consent.  This  Agreement  may be
                      --------------------------------
terminated  at  any  time  by mutual agreement of the parties hereto in writing.

     Section  4.3     Termination  for  Cause.  Either  party may terminate this
                      -----------------------
Agreement  for  cause  by  providing  the  other party thirty (30) calendar days
written  notice  of its intention to terminate upon the occurrence of any of the
following:

     Section  4.4     If  a  party  fails  to  remit  any amounts due under this
Agreement  within  ninety  (90) calendar days of the date such amount is due and
payable.

     (a)     If  a party breaches a material term, covenant or condition of this
Agreement  and  fails  to  cure  such breach within thirty (30) calendar days of
receiving  written  notice  of  such  breach  from the non-breaching party.  The
written  notice  of  such  breach  shall  make  specific reference to the action
causing  breach.  If  the  breaching  party  fails  to  cure  its  breach to the
reasonable  satisfaction  of  the non-breaching party during the thirty (30) day
cure  period,  this Agreement shall terminate at the option of the non-breaching
party.  In the event such cure cannot reasonably be completed within such thirty
(30) day period, then commencement of such cure within such thirty (30) calendar
days  and its diligent prosecution shall, subject to the party's other rights to
terminate  the Agreement, extend the period to cure the breach for an additional
period  reasonably  necessary  to  complete  the  cure.

     (b)     If  a  party  engages  in  fraudulent, illegal or grossly negligent
conduct  with  respect  to  its duties and obligations under this Agreement, the
other  party  shall have the right to terminate this Agreement, upon delivery of
written  notice  of  such  termination  to  the defaulting party, which shall be
effective  upon  receipt,  without  prejudice  to  any  other rights or remedies
available  to  the  non-defaulting  party  by  reason  of the defaulting party's
conduct.

     (c)     If  a  party  becomes  unable  to perform its obligations under the
Contracts or this Agreement because of financial impairment or loss of authority
to  act  under  Law,  or  by  action  of


                                      -7-
<PAGE>
any  Governmental  Authority,  the other party shall have the right to terminate
this  Agreement  immediately.

     (d)     In  the  event of a Change of Control of one party, the other party
shall  have  the right to terminate this Agreement effective as of the effective
date  of  the  Change  of  Control.

     Section  4.5     Post-Termination Rights and Responsibilities.  Termination
                      --------------------------------------------
of  this  Agreement  shall  not  terminate rights and obligations of the parties
which  by  their  nature extend beyond the term.  Upon the expiration or earlier
termination  of  this  Agreement,  upon  the  written  request  of  SafeHealth,
SafeHealth  and  HNL  shall coordinate the transfer of SafeHealth Subscribers to
vision providers other than the Vision Providers in a manner consistent with the
SafeHealth  Subscribers'  need  for  continuity  of  vision  services and vision
supplies.

                                    ARTICLE V
                           RELATIONSHIP OF THE PARTIES
                           ---------------------------

     Section 5.1     Relationship of Parties.  The parties to this Agreement are
                     -----------------------
and  shall  remain  independent  contractors.  Neither  party is the employee or
agent  of  the other party, except as set forth herein, and neither party has an
express  or implied right to bind the other party.  The parties do not intend to
form  a  joint  venture,  partnership,  or to be governed by Law relating to any
relationship  other  than  that  of  independent  contractors.  Neither party is
authorized  to  modify,  alter  or  waive the terms of any product issued by the
other  party.

     Section  5.2     Vision  Providers.  SafeHealth  acknowledges  that  all
                      -----------------
Participating Vision Providers are independent contractors and are not employees
of  HNL,  or  any  HNL  Affiliate.  None  of  the  parties hereto shall attempt,
directly  or  indirectly,  to  control, direct or interfere with the practice of
medicine  or  optometry  by  any  Participating  Vision  Provider.

                                   ARTICLE VI
                     PROTECTION OF CONFIDENTIAL INFORMATION

     Section  6.1     License  to  Use HNL Materials.  HNL may from time to time
                      ------------------------------
provide  to  SafeHealth certain materials, brochures, reporting forms, and other
related  material,  whether in a printed or electronic format, pertaining to the
Participating  Vision  Providers.  HNL  grants  to  SafeHealth  a  non-exclusive
license  to  use  during  the term of this Agreement any such nonconfidential or
nonproprietary  materials  in  a  manner  consistent with this Agreement and the
Contracts  of  each  Participating  Vision  Provider.

     Section  6.2     Confidentiality  of  Information.  During the term of this
                      --------------------------------
Agreement  and at all times thereafter, SafeHealth shall refrain from disclosing
to  any  person  any  confidential  or  trade  secret  information of HNL.  Upon
termination of this Agreement, SafeHealth shall immediately surrender and return
to HNL all documents relating to HNL's confidential or trade secret information,
including  but  not  limited to, utilization review and quality assurance plans,
utilization  review  data bases, fee schedules and schedules of charges, billing
systems,  any  and all operating manuals or similar materials, including without
limitation the policies, procedures, methods of doing business developed by HNL,
other property belonging to HNL, or other matters that are trade secrets of HNL.
SafeHealth  agrees  that  all  such  documents  and  materials


                                      -8-
<PAGE>
are  the  sole  property  of  HNL  and that SafeHealth shall not make any copies
thereof.  Upon  the  termination  of  this Agreement, neither party shall use or
permit  the  use  for  any  purpose  any  of  the  other  party's proprietary or
confidential  information  or  trade  secrets.

     Section  6.3     Subscriber  Confidential  Information.
                      -------------------------------------

     (a)     The  parties  shall  maintain  the  confidentiality of any personal
information,  including  health  information,  pertaining  to  Subscribers  and
dependents  of  Subscribers  including,  without  limitation,  files,  records,
reports,  and  other information prepared and maintained in connection with this
Agreement,  in  accordance  with  all  applicable  Law.

     (b)  Each  party  shall  obtain any necessary consent or authorization from
Subscribers and the dependents of Subscribers with respect to the release to the
other  party  of  any  non-public  personal  information,  including  health
information, relating to such Subscribers or dependents of Subscribers, by means
of  a  general  or specific release, as appropriate. Each party shall notify the
other if it becomes aware that proper authorizations have not been obtained with
respect  to  the  release  of  non-public  personal  or  health information of a
Subscriber  or  a  dependent  of  a  Subscriber.

                                   ARTICLE VII
                               DISPUTE RESOLUTION

     Section  7.1     Arbitration.  In  the  event  of  any  dispute between the
                      -----------
parties  hereto relating to, arising out of, or in connection with any provision
of  this  Agreement (hereinafter a "Dispute"), the parties to this Agreement and
their  representatives,  designees,  successors  and assigns agree that any such
Dispute  shall be settled by binding arbitration to take place in Orange County,
California;  provided,  however,  that nothing herein shall preclude the parties
             --------   -------
from  seeking  equitable  judicial relief pending arbitration, including but not
limited  to  injunctive  or  other  provisional  relief.

     Section  7.2     Selection  of Arbitrator.  Any arbitration hereunder shall
                      ------------------------
be  conducted by a single arbitrator chosen from the panel of arbitrators of the
Judicial Arbitration & Mediation Services ("JAMS") with experience and expertise
in  the vision HMO or vision indemnity insurance business.  If a JAMS arbitrator
with  specific  experience  in  the  vision  HMO  or  vision indemnity insurance
business  is  not  available, the arbitrator must have general experience in the
health insurance industry.  Within ten (10) calendar days of notice of a Dispute
from  HNL  to  SafeHealth  or  notice from SafeHealth to HNL, HNL and SafeHealth
shall  use their best efforts to choose a mutually agreeable arbitrator.  If HNL
and  SafeHealth  cannot agree on an arbitrator, the arbitrator shall promptly be
selected  by  JAMS.

     Section  7.3     Procedures.  The party submitting a Dispute to arbitration
                      ----------
hereunder shall present its case to the arbitrator and the other party hereto in
written  form  within  twenty  (20)  calendar  days after the appointment of the
arbitrator.  The other party hereto shall then have twenty (20) calendar days to
submit a written response to the arbitrator and the original party who submitted
the  Dispute  to  arbitration.  After  timely  receipt of each party's case, the
arbitrator  shall  have twenty (20) calendar days to render his or her decision.


                                      -9-
<PAGE>
     Section  7.4     Applicable  Law.  The arbitrator is relieved from judicial
                      ---------------
formalities  and,  in  addition to considering the rules of law, the limitations
contained  in  this  Agreement  and the customs and practices of the health care
industry,  shall make his or her award with a view to effectuating the intent of
this  Agreement.  The decision of the arbitrator shall be final and binding upon
the  parties,  and  judgment  may  be  entered  thereon  in a court of competent
jurisdiction.

     Section  7.5     Expenses.  Each  party  shall  bear  its  own  cost  of
                      --------
arbitration,  and the costs of the arbitrator shall be shared equally among each
party  to  a  Dispute.

     Section  7.6     Survival  of  Article.  This  Article  VII  shall  survive
                      ---------------------
termination  of  this  Agreement.


                                  ARTICLE VIII
                    ALLOCATION OF LIABILITY & INDEMNIFICATION

     Section  8.1     Limitation  of  Liability.
                      -------------------------

     (a)     HNL  shall not be responsible for any claims, liabilities, expenses
or  other  obligations arising out of or in connection with any of the benefits,
coverages,  or  other  terms and conditions of SafeHealth Subscriber Agreements,
policies, agreements, or other arrangements issued or entered into by SafeHealth
or any of its Affiliates providing Covered Services to SafeHealth Subscribers or
the performance or non-performance of any of SafeHealth's obligations under this
Agreement.  HNL  shall  not  be  liable  for  any breach of any agreement with a
Vision Provider arising from or in connection with any act, error or omission by
SafeHealth.  SafeHealth  acknowledges  that  HNL shall have no responsibility to
pay  any  compensation  to any Participating Vision Provider or any other person
for  any vision services or vision supplies provided to a SafeHealth Subscriber.

     (b)  Except  as  provided  in  the  Assumption  and  Indemnity  Reinsurance
Agreement,  SafeHealth  shall  not  be  responsible for any claims, liabilities,
expenses  or  other  obligations arising out of or in connection with any of the
benefits,  coverages,  or  other  terms  and  conditions  of  the HNL Subscriber
Agreements,  policies,  agreements, or other arrangements issued or entered into
by HNL or any of its Affiliates providing Covered Services to HNL Subscribers or
the  performance or non-performance of any of HNL 's or any of HNL's Affiliate's
obligations  under this Agreement. SafeHealth shall not be liable for any breach
of  any agreement with a Vision Providers arising from or in connection with any
act,  error  or  omission  by  HNL  or  any  HNL  Affiliate.

     Section  8.2     Indemnification.  Each  party  shall  indemnify  and  hold
                      ---------------
harmless  the  other  party and their respective directors, officers, employees,
representatives,  and  agents  against any and all losses, liabilities, damages,
demands,  claims,  actions  judgments,  causes  of action, assessments, costs or
expenses,  including  without  limitation,  interest,  penalties  and reasonable
attorneys'  fees  (collectively,  "Losses")  incurred by a party by reason of or
arising  out  of  the performance or non-performance of obligations of the other
party  under this Agreement or any other act, error or omission.  The obligation
of  SafeHealth  to  indemnify  HNL  shall  include,




                                      -10-
<PAGE>
without  limitation,  Losses  arising  out  of  SafeHealth's  performance  or
non-performance of the obligations under the Contracts with Participating Vision
Providers  in  accordance  with  Section  3.02  of  this  Agreement.

                                   ARTICLE IX
                               GENERAL PROVISIONS

     Section 9.1     Compliance with Laws.  Each party shall, in the performance
                     --------------------
of their obligations set forth in this Agreement, comply with all applicable Law
and  the rules and regulations of all Governmental Authorities with jurisdiction
over  the  parties  and  each  party shall maintain all licenses or certificates
necessary  or appropriate for the performance of the functions set forth in this
Agreement.  Each  party  shall  conform  its actions under this Agreement to any
orders  concerning  the  activities  covered  by  this Agreement by Governmental
Authorities  having  jurisdiction  over  the  parties'  business  affairs  and
operations.  Each party shall take all actions and make all filing, applications
and  provide  all notices required by applicable Law.  Each party shall promptly
notify  the other party of any complaint, inquiry or lawsuit by any Governmental
Authority  relating  to  this  Agreement.

     Section  9.2     Notices.  Any  notice  or  other communication required or
                      -------
permitted  hereunder  shall  be  in  writing and shall be delivered by certified
process server, certified or registered mail (postage prepaid and return receipt
requested),  by a nationally recognized overnight courier service (appropriately
marked  for  overnight  delivery)  or  by  facsimile (with request for immediate
confirmation  of  receipt  in  a  manner  customary  for  communications of such
respective  type).  Notices  shall  be  effective  upon  receipt  and  shall  be
addressed  as  follows:


     (a)     if  to  SafeHealth  to:

                                   SafeGuard  Health  Enterprises,  Inc.
                                   95  Enterprise,  Suite  100
                                   Aliso  Viejo,  California  92656
                                   Attn.:  James  E.  Buncher
                                   President  and  Chief  Executive  Officer
                                   Tel:  (949)  425-4100
                                   Fax:  (949)  425-4101

                            with  a  copy  to:
                                   Ronald  I.  Brendzel
                                   Senior Vice President and General Counsel
                                   SafeGuard  Health  Enterprises,  Inc.
                                   95  Enterprise,  Suite  100
                                   Aliso  Viejo,  California  92656
                                   Tel:  (949)  425-4110
                                   Fax:  (949)  425-4586
                            and


                                      -11-
<PAGE>
                                   David  K.  Meyercord
                                   Strasburger  and  Price,  LLP
                                   901  Main  Street,  Ste  4300
                                   Dallas,  Texas  75202-3794
                                   Tel:  (214)  651-4525
                                   Fax:  (214)  659-4023

     (b)     if  to  HNL  to:
                                   Health  Net,  Inc.
                                   Att:  General  Counsel
                                   21650  Oxnard  Street
                                   Woodland  Hills,  California  91367
                                   Tel:  (818)  676-7601
                                   Fax:  (818)  676-7503

                            with  a  copy  to:
                                   Kenneth  B.  Schnoll
                                   Sonnenschein  Nath  &  Rosenthal
                                   685  Market  Street
                                   San  Francisco,  CA  94105
                                   Tel:  (415)  882-0210
                                   Fax:  (415)  543-5472

     Section  9.3     Headings.  The  headings of the sections of this Agreement
                      --------
are  included  for  the  purposes  of  convenience only and shall not affect the
interpretation  of  any  provision  hereof.

     Section  9.4     Governing  Law.  This  Agreement  shall be governed by and
                      --------------
construed  in accordance with the Law of the State of California, without giving
effect  to  the  principles  of  conflicts  of  laws  thereof.

     Section  9.5     Severability.  In  the  event  any section or provision of
                      ------------
this  Agreement  or related documents is found to be void and unenforceable by a
court  of  competent jurisdiction, the remaining sections and provisions of this
Agreement  or  related  documents shall nevertheless be binding upon the parties
with  the same force and effect as though the void or unenforceable part had not
been  severed  or  deleted.

     Section  9.6     Assignability.  Except  as otherwise expressly provided in
                      -------------
this  Agreement, neither party may assign any of its rights or obligations under
this  Agreement without the prior written consent of the other party.  Except as
specifically  provided in this Agreement, any attempted assignment or delegation
of  a  party's rights, claims, privileges, duties or obligations hereunder shall
be  null  and  void.


                                      -12-
<PAGE>
     Section  9.7     Successors  and  Assigns.  This  Agreement and the rights,
                      ------------------------
privileges,  duties  and  obligations  of  the  parties hereunder, to the extent
assignable  or  delegable, shall be binding upon and inure to the benefit of the
parties  and  their  respective  successors  and  permitted  assignees.

     Section  9.8     Waiver.  No  waiver  of or failure by any party to enforce
                      ------
any  of  the  provisions,  terms,  conditions,  or  obligations  herein shall be
construed  as  a  waiver  of  any  subsequent  breach  of  such provision, term,
condition,  or  obligation,  or  of  any  other  provision,  term, condition, or
obligation  hereunder, whether the same or different in nature.  No extension of
time  for performance of any obligations or acts shall be deemed an extension of
the  time  for  performance  of  any  other  obligations  or  acts.

     Section  9.9     Expenses.  Except  as  may be specifically provided for in
                      --------
this Agreement, all parties shall bear their own expenses incurred in connection
with this Agreement and the transactions contemplated herein, including, but not
limited  to,  legal  and  accounting  fees.

     Section  9.10     Further  Assurances.  Each party agrees, at its own cost,
                       -------------------
to  do  such  further acts and things and to execute and deliver such additional
agreements  and  instruments  as the other may reasonably require to consummate,
evidence  or  confirm the agreements contained herein in the manner contemplated
hereby.

     Section  9.11     Relationship  of  Parties.  The parties to this Agreement
                       -------------------------
are  and shall remain independent contractors.  Neither party is the employee or
agent  of  the other party, except as set forth herein, and neither party has an
express  or implied right to bind the other party.  The parties do not intend to
form  a  joint  venture,  partnership,  or to be governed by Law relating to any
relationship  other  than  that  of  independent  contractors.

     Section  9.12     No  Third Party Rights.  This Agreement has been made for
                       ----------------------
the  benefit  of  the  parties  hereto  and  respective successors and permitted
assigns  and  nothing  in  this  Agreement  is  intended to confer any rights or
remedies under or by reason of this Agreement on any other person other than the
parties to it and their respective successors and permitted assigns.  Nothing in
this  Agreement is intended to relieve or discharge the obligations or liability
of  any  third  person  to  any  party  to  this  Agreement.

     Section  9.13     Exhibits  and  Schedules.  All  exhibits  and  Schedules
                       ------------------------
referred  to  in  this  Agreement  are  incorporated  herein  by this reference.

     Section  9.14     Force Majeure.  Neither party- hereto shall be liable for
                       -------------
any  delay  or failure in the performance of any obligation under this Agreement
or  for  any  loss or damage (including indirect or consequential damage) to the
extent  that  such  nonperformance,  delay,  loss  or  damage  results  from any
contingency which is beyond the control of such party, provided such contingency
is  not  caused by the fault or negligence of such party.  A contingency for the
purposes  of  this  Agreement  shall be acts of God, fires, floods, earthquakes,
explosions,  storms,  wars, hostilities, blockades, public disorders, quarantine
restrictions,  embargoes,  strikes  or  other labor disturbances, and compliance
with any law, order or control of, or insistence by any governmental or military
authority.


                                      -13-
<PAGE>
     Section  9.15     Plurals/Pronouns/Gender.  All pronouns and any variations
                       -----------------------
thereof  shall be deemed to refer to the masculine, feminine or neuter, singular
or  plural,  as  appropriate.

     Section 9.16     Locative Adverbs.  Whenever in this Agreement the locative
                      ----------------
adverbs  "herein,"  "hereof,"  or  "hereunder"  are  used,  the  same  shall  be
understood  to  refer  to this Agreement in its entirety and not to any specific
article,  section,  subsection,  subpart,  paragraph  or  subparagraph.

     Section  9.17     Integration.  This  Agreement  and  all  Exhibits  and
                       -----------
Schedules  attached  hereto  constitute the entire agreement between the parties
with regard to the subject matter hereof and thereof.  This Agreement supersedes
all  previous agreements between or among the parties.  There are no agreements,
representations,  or warranties between or among the parties with respect to the
subject  matter  hereof  other  than  those  set  forth in this Agreement or the
documents  and  agreements  referred  to  in  this  Agreement.

     Section  9.18     Amendments.  No amendment, modification, or supplement to
                       ----------
this  Agreement  shall  be binding on any of the parties unless it is reduced to
writing  and  signed  by  each  of  the  parties.  SafeHealth  acknowledges that
Contracts  permit  the  implementation of certain amendments unilaterally by HNL
without  the  consent  by  the Vision Providers who or which are parties to such
Contracts.  SafeHealth  shall cooperate with HNL in effecting such amendments to
Contracts  as may be required in order to carry out the terms of this Agreement.

     Section  9.19     Counterparts.  This  Agreement  may  be  executed
                       ------------
simultaneously  in  any  number of counterparts, each of which will be deemed an
original,  but  all  of  which  will  constitute  one  and  the  same agreement.

          IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the  date  first  written  above.



                                      HEALTH  NET  LIFE  INSURANCE  COMPANY


                                           /s/  Douglas  King
                                      --------------------------------------
                                      Name:   Douglas  King
                                      Title:  President



                                      SAFEHEALTH  LIFE  INSURANCE  COMPANY


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


                                      -14-
<PAGE>