SAFEGUARD HEALTH ENTERPRISES INC
<DOCUMENT>
<TYPE>EX-10.24
<SEQUENCE>8
<FILENAME>doc7.txt
<TEXT>
                        ADMINISTRATIVE SERVICES AGREEMENT

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

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

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

C.   SafeGuard  desires  that TDA administer a prepaid dental plan in Utah so as
     to  provide  benefits  to  those SafeGuard Members who reside in Utah based
     upon  contracts  that  arise  out  of  the  State  of  Utah.

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

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

1.     PRODUCTS  TO  BE  OFFERED.  From time to time SafeGuard will enter into a
contract  with a Group whereby the Group will have employees residing within the
State of Utah.  TDA agrees to provide services to SafeGuard whereby Members will
receive  prepaid  dental plan services from TDA through its providers within the
State  of  Utah.  The  products  currently  being sold by SafeGuard are attached
hereto  marked  Exhibit  A  (the  "Products").  From time to time, SafeGuard may
modify,  eliminate  or  add  products  and  will provide sixty (60) days advance
written  notice  to  TDA  of  such  changes,  additions  or  deletions.

2.     ADMINISTRATIVE  AND  OTHER  SERVICES.

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

2.2     ENROLLMENT.

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


<PAGE>
     2.2.2     Customer  Service.  TDA  shall  perform  all  necessary  customer
               -----------------
service  to  members  enrolled  in  TDA through Groups to support the enrollment
functions.

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

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

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

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

2.6     REPORTING.

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

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

     2.7     TAXES.  TDA  shall  be  responsible  for  reporting  and paying all
required  state  premium income and other taxes, assessments and regulatory fees
for  Members  enrolled  in  Utah.

3.     COMPENSATION  AND  PAYMENT.  SafeGuard shall pay to TDA the actual amount
of  its  health  care expenses for coverage for Members for the Products sold by
SafeGuard  and  for which TDA provides services to SafeGuard Members enrolled in
Utah,  plus  twenty  percent  (20%)  of  such actual health care expenses.  Such
payment  shall  be  due  and payable by SafeGuard to TDA within twenty (20) days
after  the  end  of  each month this agreement is in effect after TDA submits an
invoice to SafeGuard for the services provided herein.  TDA shall be responsible
for paying all of its own administrative expenses in connection with each Member
enrolled,  but  shall  not  be responsible for any broker commission that may be
required  to  be  paid in connection with any contract for a Group through which
such  Members  are  enrolled.


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

5.     TERM  AND  TERMINATION.  This  Agreement  shall commence on the Effective
Date  as set forth below, shall remain in effect for a period of three (3) years
from  date,  and  will terminate:  (a) on the date of insolvency or cessation of
operations  of TDA, or (b) on the date of SafeGuard's insolvency or cessation of
operations.  Termination  of  this  Agreement  shall not terminate the rights or
liabilities of either party to perform its obligations to the other party or the
obligations  of  TDA  to  Members  pursuant to a contract for any Product with a
Group,  for  those obligations arising during any period when this Agreement was
in  force,  and  such  obligations shall remain in effect through the end of any
such  contract  with  a  Group  until  the  termination  of  such  contract.

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

7.     INSOLVENCY/CESSATION  OF OPERATIONS.  Except as expressly provided to the
contrary  herein, if TDA or SafeGuard becomes insolvent, this Agreement shall be
discontinued  automatically  as  of  the  date  of  insolvency.  Insolvency  or
insolvent  shall  mean  (a)  a  final determination made by a court of competent
jurisdiction  that  SafeGuard  or  TDA  is  insolvent,  or (b) all operations of
SafeGuard  or  TDA  cease.  For  the  purposes  of  this  Agreement, the date of
insolvency  shall  be  the  date on which the insurance authorities or the court
declares  SafeGuard  or  TDA insolvent or the date on which SafeGuard or TDA has
ceased  all  operations,  whichever  date  is  later  in  time.

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

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


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

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

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

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

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


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

16.     GOVERNING  LAW.  The  validity,  interpretation  and performance of this
Agreement  shall  be  governed by and constructed in accordance with the laws of
the  state  of  Utah.

17.     COSTS.  Unless  otherwise  agreed, each party shall bear the cost of its
legal,  accounting,  consulting  and other services necessary to comply with its
duties  and  obligations  under  this  Agreement.

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

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

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

Total Dental Administrators, Inc.                  SafeGuard Health Enterprises, Inc.
969 East Murray Holladay Road, #4E                 95 Enterprise
Salt Lake City, UT 84117                           Aliso Viejo, CA  92656
Attention:  Jane Ann Morrison, President and       Attention: Ronald I. Brendzel,
            Chief Executive Officer                           Senior Vice President and
Fax:  (801) 268-9873                                          General Counsel
                                                    Fax:  (949) 425-4586
</TABLE>


<PAGE>
IN  WITNESS  WHEREOF,  the UNDERSIGNED have caused this Agreement to be executed
effective  as  of  February  20,  2001  (the  "Effective  Date").

<TABLE>
<CAPTION>
<S>                                          <C>
TDA                                          SafeGuard

TOTAL DENTAL ADMINISTRATORS, INC.,           SAFEGUARD HEALTH ENTERPRISES, INC.,
a Utah Corporation                           a Delaware corporation

By: /s/ Jane Ann Morrison                    By: /s/ James E. Buncher
-------------------------------------------  --------------------------------------------
Name: JANE ANN MORRISON                      Name: JAMES E. BUNCHER
itle: President and Chief Executive Officer  Title: President and Chief Executive Officer


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


<PAGE>

</TEXT>
</DOCUMENT>
