SAFEGUARD HEALTH ENTERPRISES INC
<DOCUMENT>
<TYPE>EX-10.22
<SEQUENCE>6
<FILENAME>doc5.txt
<TEXT>
                            STOCK PURCHASE AGREEMENT

THIS  STOCK  PURCHASE  AGREEMENT  (this  "Agreement")  is entered into as of the
Execution date set forth on the signature page hereof, by and among TOTAL DENTAL
ADMINISTRATORS  INC.,  a  Utah  corporation  ("Buyer"),  and  SAFEGUARD  HEALTH
ENTERPRISES,  INC.,  a  Delaware corporation ("Seller" or the "Shareholder") the
beneficial and record owner of all of the outstanding capital stock of SAFEGUARD
HEALTH  PLANS,  INC.,  a  Utah  Corporation  ("SafeGuard").

A.     The  Shareholder owns all of the issued and outstanding shares of capital
stock  (the  "Shares")  of  SafeGuard.

B.     The  Shareholder  desires to sell to Buyer, and Buyer desires to purchase
from  the  Shareholder, the Shares of SafeGuard owned by Seller on the terms and
conditions  set  forth  herein.

IN  CONSIDERATION  of  the  recitals,  covenants, conditions and promises herein
contained,  and for other valuable consideration, the receipt and sufficiency of
which  the parties hereby acknowledge, Buyer and Seller hereby agree as follows:

1.     Transfer  Of  Shares.
       --------------------

     1.1     Sale  of  Shares.  Subject  to  the  terms and conditions set forth
             ----------------
herein,  at the Closing (as defined herein), the Seller shall sell, transfer and
deliver  to  Buyer,  and  Buyer  shall purchase and acquire from the Seller, one
thousand  (1,000) shares of common stock of SafeGuard which represent all of the
Shares  of  SafeGuard outstanding, free and clear of any claims, liens, pledges,
options,  encumbrances,  security interests, trusts or other rights or interests
of  any  person.  Seller  shall also deliver to Buyer executed blank stock power
documents  so  as  to  allow  Buyer  to  transfer  the  Shares  to  it.

1.1.1     Purchase Price and Supplemental Consideration.  The aggregate purchase
          ---------------------------------------------
price  to  be  paid by Buyer for the Shares of SafeGuard is twenty-nine thousand
dollars  ($29,000.00),  payable  to  Seller  at  Closing  nine  thousand dollars
($9,000.00)  by check, execution of a promissory note in the principal amount of
twenty  thousand  dollars  payable  by  Buyer  to  Seller  in  four  (4)  equal
installments  of  five  thousand  dollars ($5,000) each due on the ninetieth day
following  the Closing, and each ninety (90) days thereafter until paid in full,
plus  all  marketable  securities, deposits, plus accrued interest maintained in
SafeGuard as set forth on Exhibit 1.2 (the "Purchase Price"), payable in cash at
closing.

     1.2     Seller  to  Deliver Title and Possession.  At the Closing Date, the
             ----------------------------------------
Seller  shall  deliver  to  Buyer  endorsed share certificates or executed stock
powers  and  other  good  and  sufficient  instruments  of transfer as Buyer may
reasonably  require  to  vest  effectively  in Buyer good and valid title to the
Shares  of  SafeGuard,  free  and  clear of any claims, liens, pledges, options,
security  interests,  trusts,  encumbrances  or other rights or interests of any
person,  in  accordance  with  the  terms  hereof.

     1.3     Closing Date.  The consummation of the transactions contemplated by
             ------------
this  Agreement  (the  "Closing Date") shall take place on or before one hundred
twenty  (120)  days  after  the execution of this Agreement.  All proceedings to
take  place at the Closing Date shall take place simultaneously, and no delivery
shall  be  considered  to  have  been  made until all such proceedings have been
completed.


<PAGE>
2.     Representations And Warranties Of Seller.  Seller represents and warrants
       ----------------------------------------
to  Buyer  as  follows:

     2.1     Organization  and  Qualification.  SafeGuard  is a corporation duly
             --------------------------------
organized,  validly  existing and in good standing in the state of Utah.  Seller
has  the  requisite corporate power and authority to carry on its business as it
is  now  being  conducted and as it is now proposed to be conducted.  Seller has
made  available  to Buyer a complete and correct copy of SafeGuard's Articles of
Incorporation  and  Bylaws,  each  as  amended  to  date,  and  such Articles of
Incorporation  and  Bylaws  as  so  delivered  are  in  full  force  and effect.
SafeGuard  is  not  in  default  in  any  material  respect  in the performance,
observation  or fulfillment of any provision of its Articles of Incorporation or
Bylaws.  For  purposes of this Agreement, a "Material Adverse Change" shall mean
any event, circumstance, condition, development or occurrence causing, resulting
in  or  having  a  material adverse effect on the financial condition, business,
properties,  prospects  or  results  of  operations  of  SafeGuard.

     2.2     Capitalization.  The  authorized  and  outstanding capital stock of
             --------------
SafeGuard  is  set  forth on Exhibit 2.2.  All of the Shares of SafeGuard as set
forth  on  Exhibit  2.2 are owned beneficially and of record by the Shareholder,
free  and  clear  of  any  claims,  liens, pledges, options, security interests,
trusts,  encumbrances  or other rights or interests of any person.  No agreement
or other document grants or imposes on any of the Shares of SafeGuard any right,
preference,  privilege  or  restriction  with  respect  to  the  transaction
contemplated  hereby  (including,  without  limitation,  any  rights  of  first
refusal).  All  of the Shares of SafeGuard have been duly authorized and validly
issued  and  are fully paid, nonassessable and free of preemptive rights created
by  any agreement to which Seller is bound.  The Shares have been issued in full
compliance  with  all  federal and state securities laws.  There are no options,
warrants  or  other rights, commitments or agreements of any character that call
for  the issuance of shares of capital stock or other securities of SafeGuard or
any  securities,  instruments  or  rights  convertible  into or exchangeable for
shares  of  capital stock or other securities of SafeGuard.  The Shareholder has
the  absolute  and unrestricted right, power, authority and capacity to transfer
the  Shares of SafeGuard to Buyer and upon the Closing, without exception, Buyer
will  acquire  from the Shareholder, the legal and beneficial ownership of, good
and  valid  title to, and all rights to vote, the Shares of SafeGuard, free from
any charge, lien, encumbrance or adverse claim of any kind whatsoever other than
those that may arise by virtue of any actions (other than the purchase of shares
contemplated  hereby),  taken  by  or  on  behalf  of  Buyer  or its affiliates.

     2.3     Voting  Agreements.  Neither Seller nor the SafeGuard is a party to
             ------------------
or  subject  to  any  proxy,  agreement  or  understanding, nor is there, to the
knowledge  of  Seller  and SafeGuard, any agreement or understanding between any
other  persons,  that  affects  or  relates  to  the voting or giving of written
consents  with  respect to any security of SafeGuard or the voting by a director
of  Seller.

     2.4     Authority  Relative  to  this  Agreement.  Seller has all requisite
             ----------------------------------------
corporate  power  and  authority  to  execute  and deliver this Agreement and to
consummate  the transactions contemplated hereby.  The execution and delivery of
this  Agreement  and the consummation of the transactions contemplated hereby on
the  part  of  Seller  have  been  duly  and  validly authorized by its Board of
Directors,  and  no  other  corporate  proceedings  on  the  part  of  Seller is
necessary,  as  a  matter of law or otherwise, to authorize this Agreement or to
consummate  the  transactions  so  contemplated.


<PAGE>
     2.5     No  Subsidiaries.  SafeGuard  does  not  control,  directly  or
             ----------------
indirectly,  nor  does  it  have  any direct or indirect equity participation or
other interest in, any corporation, partnership, trust or other business entity.

     2.6     Absence  of  Certain  Changes.  Since  January  1, 2000, Seller has
             -----------------------------
conducted  the  business  of  SafeGuard  only  in,  and  has  not engaged in any
transaction  other  than  according  to,  the  ordinary  and usual course of its
business  and,  since  such  date,  there  has not been (a) any Material Adverse
Change;  (b)  any declaration, setting aside or payment of any dividend or other
distribution  with  respect  to the capital stock of SafeGuard; (c) any material
change  by  SafeGuard  in  accounting  principles, practices or methods; (d) any
issuance, transfer, sale or pledge by Seller of any shares of SafeGuard stock or
other  securities  or  of  any  commitments, options, rights or privileges under
which  Seller  is  or may become obligated to issue any shares of stock or other
securities;  (e) any indebtedness incurred by SafeGuard, except such as may have
been  incurred  in  the  ordinary  course  of  business and consistent with past
practice; (f) any loan made or agreed to be made by SafeGuard, nor has SafeGuard
become  liable  or  agreed  to  become liable as a guarantor with respect to any
loan;  (g)  any waiver or release by SafeGuard of any right of material value or
any  payment,  direct  or  indirect,  of  any  material debt, liability or other
obligation;  (h)  any change in or amendment to the Articles of Incorporation or
Bylaws  of  SafeGuard;  or  (i)  any  other event or condition that has or might
reasonably  result  in  a  Material  Adverse  Change.

     2.7     Absence  of Undisclosed Liabilities.  Except to the extent reserved
             -----------------------------------
against or reflected in the balance sheet of SafeGuard included in the Financial
Statements  dated  as  of  December 31, 2000 attached hereto marked Exhibit 2.7,
SafeGuard  does  not have any material liabilities or obligations (contingent or
otherwise)  that  are  required  by GAAP to be reflected therein, and since that
date  SafeGuard  has  not incurred any material liabilities or obligations that,
had  they  been incurred prior to December 31, 2000, would have been required by
GAAP  to  have  been  reflected  in  such balance sheets (except as may be noted
therein),  except  such  liabilities or obligations incurred in the ordinary and
usual  course  of  business  and  consistent  with  past  practice.

     2.8     Consents  and  Approvals; No Violation.  The execution and delivery
             --------------------------------------
of  this  Agreement by Seller, the consummation of the transactions contemplated
hereby  and  the  performance by Seller of their obligations hereunder will not:

          (a)     conflict  with  any provision of the Articles of Incorporation
or  Bylaws  (or  other  similar  charter  documents)  of  SafeGuard  or  Seller;

          (b)     require any consent, approval, authorization or permit of, or
filing with or notification to, any governmental or regulatory authority, except
(i)  compliance  with any applicable state securities laws; (ii) the approval of
the  Utah  Department  of  Insurance; and (iii) where the failure to obtain such
consents,  approvals,  authorizations  or  permits  or  the failure to make such
filings  or  notifications  would  not  result  in  a  Material  Adverse Change;

          (c)     conflict with, result in the breach of or constitute a default
(or  give  rise  to  any  right  of termination, cancellation or acceleration or
guaranteed  payments)  under  any  of the terms, conditions or provisions of any


<PAGE>
note,  lease,  mortgage, license, agreement or other instrument or obligation to
which  SafeGuard  is  a party or by which SafeGuard, or any of its assets may be
bound,  except  for  such  defaults  (or  rights of termination, cancellation or
acceleration)  as  to  which requisite waivers or consents have been obtained or
which,  in  the  aggregate,  would  not  result  in  a  Material Adverse Change;

          (d)     conflict  with  or  violate the provisions of any order, writ,
injunction,  judgment,  decree,  statute,  rule  or  regulation  applicable  to
SafeGuard;  or

          (e)     result in the creation of any lien, charge or encumbrance upon
any  shares  of  capital  stock  or  assets  of SafeGuard under any agreement or
instrument  to  which  SafeGuard  or  Seller is a party or by which SafeGuard or
Seller  is  bound.

     2.9     Broker's  Commissions  or  Finder's  Fees.  No person or entity has
             -----------------------------------------
acted  for  Seller  in  connection  with  the  transactions provided for in this
Agreement  in any way that would entitle such person to, and no person or entity
is  entitled  to,  receive  from  SafeGuard  or  the  Shareholder  any  broker's
commissions  or  finder's  fees,  or  other  similar  fees  or  commissions,  in
connection  with  this  Agreement.

     2.10     Litigation.  There  is  no claim, action or proceeding pending or,
              ----------
to the knowledge of SafeGuard or the Shareholder, threatened against or relating
to  SafeGuard  before  any  court  or other competent governmental or regulatory
authority  or  body  acting  in  an  adjudicative capacity.  To the knowledge of
SafeGuard  and the Shareholder, there is no reasonable basis for a claim, action
or  proceeding  against or relating to SafeGuard which, if adversely determined,
could,  individually  or in the aggregate, reasonably be expected to result in a
Material  Adverse  Change  with  respect  to  SafeGuard.

     2.11     Taxes.
              -----

          (a)     Definitions.  For  purposes  of  this Agreement, the following
                  -----------
definitions  shall  apply:

               (i)     The  term "SafeGuard" shall mean, collectively, SafeGuard
     and  any  corporation, partnership or other entity as to which SafeGuard is
     liable  for  Taxes  incurred by such entity as a transferee, or pursuant to
     Treasury  Regulations Sections 1.1502-6, or pursuant to any other provision
     of  federal,  state,  local  or  foreign  law  or  regulations.

               (ii)     The term "Tax" or "Taxes" shall mean all taxes, however,
     denominated,  including  any  interest, penalties or other additions to tax
     that  may become payable in respect thereof, imposed by any federal, state,
     local  or  foreign government or any agency or political subdivision of any
     such government, which taxes shall include, without limiting the generality
     of  the  foregoing, all income or profits taxes (including, but not limited
     to,  federal  income  taxes  and  state  income taxes), real property gains
     taxes,  payroll  and  employee  withholding  taxes,  unemployment insurance
     taxes,  social  security  taxes,  sales  and  use  taxes, ad valorem taxes,
     occupation  taxes,  real  and  personal  property  taxes,  stamp  taxes,
     environmental  taxes, transfer taxes, workers' compensation and any and all
     other  governmental  charges, and any and all other obligations of the same
     or of a similar nature to any of the foregoing, which SafeGuard is required
     to  pay,  withhold  or  collect.


<PAGE>
          (b)     Tax Returns Filed and Taxes Paid.  All Tax Returns required to
                  --------------------------------
be filed by or on behalf of SafeGuard have been duly filed on a timely basis and
such  Tax  Returns  correctly,  accurately  and  completely  reflected the facts
regarding  the income, business, assets, operations, activities, status or other
matters  of SafeGuard or any other information required to be shown thereon; (i)
all  Taxes  shown to be payable on such Tax Returns or on subsequent assessments
with respect thereto have been paid in full on a timely basis and no other Taxes
are  payable  by  SafeGuard with respect to items or periods covered by such Tax
Returns  (whether  or  not shown on or reportable on such Tax Returns); (ii) all
other  Taxes  required to be paid by SafeGuard on or before the date hereof have
been  paid  prior  to  the delinquency thereof; (iii) SafeGuard has withheld and
paid  over  all Taxes required to have been withheld and paid over, and complied
with  all  information  reporting and backup withholding requirements, including
maintenance of required records with respect thereto, in connection with amounts
paid  or owing to any employee, creditor, independent contractor, or other third
party; (iv) there are no liens on any of the assets of SafeGuard with respect to
Taxes,  other  than  liens  for  Taxes not yet due and payable or for Taxes that
SafeGuard  is  contesting  in good faith through appropriate proceedings and for
which  appropriate reserves have been established and are fully reflected in the
Financial  Statements;  and  (v) SafeGuard has not requested or been granted any
extension  of  the  time within which it is required to file any Tax Return that
has  not  been  filed.

          (c)     Tax Sharing Agreements.  SafeGuard is a party to a tax-sharing
                  ----------------------
agreement with Seller for which SafeGuard's participation in such agreement will
be terminated in connection with this Transaction, and has not otherwise assumed
the  Tax  liability  of  any  other  person  under  such  agreement.

     2.12     ERISA  Plans.  Set  forth  on Exhibit 2.12 is a true, accurate and
              ------------
complete  list  of  each  employee  pension  benefit plan; program, agreement or
arrangement ("Plan"), if any, maintained or contributed to by SafeGuard which is
subject  to  the  Employee  Retirement  Income  Security Act of 1974, as amended
("ERISA").  The  Plan,  if  any, conforms in all material respects to, and their
administration  is  in  conformity in all material respects with, all applicable
federal  laws.  There are no threatened or pending claims by or on behalf of any
Plan,  by  or  on  behalf  of any employees covered under any Plan, or otherwise
involving  any  Plan,  that  allege a breach of fiduciary duties or violation of
other  applicable  state  or  federal  law,  nor  is  there, to the knowledge of
SafeGuard  and  the Shareholder, any basis for such a claim.  (This Exhibit will
reflect  "None".)

     2.13     Contracts.  Set  forth  on  Exhibit  2.13  a  true,  accurate  and
              ---------
complete  list  of  (a) each customer contract, whether written or oral, between
each  of  SafeGuard  and any party to whom SafeGuard provides goods or services;
and  (b)  each  contract, whether written or oral, between each of SafeGuard and
any  party  to  whom SafeGuard is obligated to make any payments.  The contracts
and  agreements  that  are  required  to  be  identified  in  Exhibit  2.13  are
hereinafter  referred  to  as the "Contracts."  SafeGuard has delivered to Buyer
(i)  with  respect  to  the provider and group contracts, provider contracts and
agent  contracts  of SafeGuard, a standard form of each; and (ii) true, accurate
and  complete  written  summaries  of  each  oral  Contract.  SafeGuard has made
available  to  Buyer  true  and  complete  copies  of  each  written  Contract.

          (a)     Each  of  the  Contracts  is  a valid, binding and enforceable
agreement  of SafeGuard and, to the, knowledge of SafeGuard and the Shareholder,
will, subject to the satisfaction of the conditions in Section 6, continue to be
valid,  binding  and  enforceable  immediately  after  the  Closing;


<PAGE>
          (b)     As  of  the date hereof, SafeGuard and the Shareholder have no
reason  to  believe  that  SafeGuard will not be able to fulfill in all material
respects  all of its obligations under the Contracts that remain to be performed
after  the  date  hereof;

          (c)     To  the  knowledge of SafeGuard and the Shareholder, there has
not  occurred  any  material default (or event which upon provision of notice or
lapse  of  time  or  both would become such a default) under any of the material
Contracts  on  the  part  of  SafeGuard.

     2.14     Customer  List.  SafeGuard  has  taken  such  reasonable  security
              --------------
measures  to  protect  the  secrecy,  confidentiality  and value of its customer
lists,  if  any,  which  may  be  subject  to  this  Agreement.

     2.15     Interests  in  Competitors.  To the knowledge of SafeGuard and the
              --------------------------
Shareholder,  neither  SafeGuard  or  the Shareholder has any direct or indirect
interest  in  any competitor, supplier or customer of SafeGuard or in any person
or  firm from whom or to whom SafeGuard leases any real or personal property, or
in  any  other  person  with  whom  SafeGuard  is  doing  business.

     2.16     Trademarks  and  Tradenames.  Except  for  the  name of SafeGuard,
              ---------------------------
SafeGuard  Health  Plans, and the name "SAFEGUARD HEALTH PLANS, INC.", there are
no  trademarks, trade names, service marks or copyrights owned by SafeGuard.  To
the  best  knowledge  of  SafeGuard  and  the  Shareholder,  SafeGuard  has  not
infringed, nor is it now infringing, on any trade name, trademark, service mark,
or  copyright belonging to any other person, firm or business.  Except as may be
set  forth  in the Contracts, SafeGuard is not a party to any license, agreement
or  arrangement,  with respect to any trademarks, service marks, trade names, or
applications for them, or any copyrights.  The right to the exclusive use of the
name  "SafeGuard" and "SafeGuard Health Plans" is not transferred as a result of
this  Agreement  and  the  Shareholder  hereby  retains  the  exclusive right in
perpetuity  to  use  the  name of SafeGuard and "SafeGuard Health Plans" and all
derivations  thereof.  The 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 the Shareholder will not grant the use such names as part of the
corporate  or  firm  name  of  any  other firm, entity, corporation or business.
Buyer  shall within sixty days of the Closing, change the name of SafeGuard to a
name  that  does  not  interfere  with  Seller's  exclusive  use of such name or
derivations  thereof.

     2.17     Transactions  with  Related Parties.  Except for an Administrative
              -----------------------------------
Services  Agreement  between  SafeGuard  and  SafeGuard  Health  Plans,  Inc., a
California  Corporation,  a  Management Services Agreement between SafeGuard and
the Shareholder and a Tax Sharing Agreement with Seller, all three of which will
be  terminated  prior  to  the  Closing,  there  are  no  loans, leases or other
continuing transactions between SafeGuard and any present or former stockholder,
director or officer of SafeGuard, or any member of such officer's, director's or
stockholder's  immediate family, or any business organization controlled by such
officer,  director  or  stockholder  or  his  or  her  immediate  family.  No
stockholder,  director or officer of SafeGuard, or any of the respective spouses
or  immediate  family  members,  owns directly or indirectly on an individual or
joint  basis any material interest in, or serves as an officer or director or in
another  similar  capacity  of,  any  competitor  or  supplier  of  SafeGuard.

     2.18     Compliance  with  Insurance  Laws  of  the  State  of  Utah.
              -----------------------------------------------------------

<PAGE>
          (a)     SafeGuard has since January 1, 2000, made all reports required
under  applicable  insurance  statutes and will continue to do so until closing.

          (b)     The  dental  plan  products offered and sold by SafeGuard have
been  and  are  offered  and  sold  in  compliance  with the requirements of all
relevant  laws and regulations, in each case, and SafeGuard has not received any
notification  from  the  Utah  Department  of  Insurance  to the effect that any
additional  Permit, or any further regulatory matter is needed to be obtained by
it.  SafeGuard  has  not  since January 1, 2000, entered into or been subject to
any  judgment,  consent  decree,  compliance order or administrative order other
than any issued in the ordinary course of business with respect to any insurance
or other similar law or, other than in the ordinary course of business, received
any  request  for information, notice, demand letter', administrative inquiry or
formal  or  informal  complaint  or claim with respect to any insurance or other
similar  law  or  the  enforcement  of  any  such  law.

          (c)     Except  as  may be disclosed in Exhibit 2.18(c), since January
1,  2000,  SafeGuard  has  not  failed  to  comply  with any applicable material
statute,  ordinance, order, rule or regulation, or failed to obtain any material
Permit  in  the  applicable state of incorporation, or, to the best knowledge of
SafeGuard,  in any jurisdiction other than the applicable state of-incorporation
in  which  SafeGuard is conducting or has prior to the date hereof conducted any
activities  including  without  limitation  activities relating to the offer and
sale  of dental care products, plans or services, the recruitment of dentists or
dental  offices in connection with the offer and sale of such products, plans or
services,  the  marketing  of  any  such products plans or services to potential
purchasers  thereof  or  subscribers  thereto,  lobbying  efforts  or  similar
activities, or any joint venture with any other party relating to the foregoing,
except  in  each  case  where  the  failure  to  comply  or  obtain  any  Permit
(individually or in the aggregate) could not reasonably be expected to result in
a  Material  Adverse  Change.

     2.19     Full  Disclosure.  None of the representations and warranties made
              ----------------
by  SafeGuard  or  the  Shareholder,  or  made  in any certificate or memorandum
furnished or to be furnished by any of them or on their behalf, contains or will
contain  any untrue statement of a material fact, or omits to state any material
fact  necessary  to  make the statements made, in the light of the circumstances
under  which  they  were  made,  not  misleading.

     2.20     Representations  and  Warranties  True.  All  representations  and
              --------------------------------------
warranties  of  SafeGuard and the Shareholder set forth in this Agreement and in
any  written  statements delivered to Buyer by SafeGuard or the Shareholder will
also  be true and correct as of the Closing Date as if made on that date (except
to  the  extent  such representations or warranties speak to a particular date).

3.     Representations  And  Warranties of Buyer.  Buyer represents and warrants
       -----------------------------------------
to  SafeGuard  and  the  Shareholder  as  follows:

     3.1     Organization.  Buyer  is  a  corporation  duly  organized,  validly
             ------------
existing  and  in  good  standing in the State of Utah.  Buyer has the requisite
corporate power to own, use or lease its properties and to carry on its business
as it is now being conducted.  Buyer will make available to Seller upon request,
a complete and correct copy of its Certificate of Incorporation and Bylaws, each
as  amended  to  date, and Buyer's Certificate of Incorporation and Bylaws as so
delivered are in full force and effect.  Buyer is not in default in any material
respect  in  the performance, observation or fulfillment of any provision of its
Certificate  of  Incorporation  or  Bylaws.


<PAGE>
     3.2     Authority  Relative  to  this  Agreement.  Buyer  has all requisite
             ----------------------------------------
corporate  power  and  authority  to  execute  and deliver this Agreement and to
consummate  the transactions contemplated hereby.  The execution and delivery of
this  Agreement  and the consummation of the transactions contemplated hereby on
the  part  of  Buyer  have  been  duly  and  validly  authorized by the Board of
Directors  of Buyer, and no other corporate proceedings on the part of Buyer are
necessary,  as  a  matter of law or otherwise, to authorize this agreement or to
consummate  the  transactions so contemplated.  This Agreement has been duly and
validly executed and delivered by Buyer and, assuming this Agreement constitutes
a  valid  and binding obligation of Seller, disagreement constitutes a valid and
binding agreement of Buyer, enforceable against it in accordance with its terms,
except  (a)  as  such  enforcement  may  be  subject  to bankruptcy, insolvency,
reorganization,  moratorium  or  other  similar  laws now or hereafter in effect
relating to creditors' rights, and (b) as the remedy of specific performance and
injunctive  and  other  forms  of  equitable  relief may be subject to equitable
defenses  and  to  the  discretion  of  the  court  before  which any proceeding
therefore  may  be  brought.

     3.3     Consent and Approvals; No Violation.  The execution and delivery of
             -----------------------------------
this  Agreement  by  Buyer,  the  consummation  of the transactions contemplated
hereby  and  the  performance  by  Buyer of its obligations hereunder, will not:

          (a)     conflict  with  any  provision  of  the  Certificate  of
Incorporation  or  Bylaws  of  Buyer;

          (b)     require  any consent, approval, authorization or permit of, or
filing with or notification to, any governmental or regulatory authority, except
(i)  the filing of the Governmental Filings (as defined in Section 5.4) and (ii)
where  the failure to obtain such consents, approvals, authorizations or permits
or  the  failure to make such filings or notifications would not have a material
adverse  effect  on  the financial condition, business, properties or results of
operations  of  Buyer;  or

          (c)     conflict  with  or  violate the provisions of any order, writ,
injunction,  judgment,  decree, statute, rule or regulation applicable to Buyer,
in  such  a  manner  as  to result in a material adverse effect on the financial
condition,  business,  properties  or  results  of  operations  of  Buyer.

     3.4     Broker's  Commissions  or  Finder's  Fees.  No person or entity has
             -----------------------------------------
acted  for  Buyer  in  connection  with  the  transactions  provided for in this
Agreement  in any way that would entitle such person to, and no person or entity
is entitled to, receive from Buyer any broker's commissions or finder's fees, or
other  similar  fees  or  commissions,  in  connection  with  this  Agreement.

     3.5     Investment  Intent.  Buyer  is  acquiring  the  Shares  for its own
             ------------------
account  for investment and not with a view to, or for sale or other disposition
in  connection  with,  any  distribution  of  all or any part thereof, except in
compliance  with  applicable  federal  and  state  securities  laws.

     3.6     Legal  Proceedings.  There  are no legal proceedings pending or, to
             ------------------
the best knowledge of Buyer, threatened seeking to restrain, prohibit, or obtain
damages  or  other  relief in connection with this Agreement or the transactions
contemplated  hereby.

4.     Conduct  Of  Business By Safeguard Prior To Closing.From the date of this
       ----------------------------------------------------
Agreement  and  until  the  Closing  Date  or  the  earlier  termination of this
Agreement,  SafeGuard and Shareholder agree (except as expressly contemplated by
this  Agreement  or to the extent that Buyer shall otherwise consent in writing)
as  follows:


<PAGE>
     4.1     Ordinary  Course.  SafeGuard  shall  carry  on  its business in the
             ----------------
usual,  regular  and  ordinary  course,  in  substantially  the  same  manner as
heretofore  conducted, and shall use all reasonable efforts consistent with past
practice and policies to preserve intact its present business organization, keep
available  the  services of its present officers, and preserve its relationships
with  customers, suppliers, lessors, lessees and others having business dealings
with it to the end that its goodwill and ongoing business shall be unimpaired at
the  Closing Date, as may be applicable.  SafeGuard will not adopt any method of
accounting  that  is inconsistent with generally accepted accounting principles.

     4.2     Dividends;  Changes  in  Stock.  SafeGuard shall not (a) declare or
             ------------------------------
pay  any  dividends  on or make other distributions in respect of any Shares, or
(b)  split,  combine or reclassify any Shares or issue or authorize the issuance
of  any  other  securities  in respect of, in lieu of or in substitution for any
Shares.

     4.3     Issuance  or  Repurchase  of  Securities.  Except  as  otherwise
             ----------------------------------------
expressly  contemplated  by  this  Agreement, SafeGuard shall not issue, pledge,
deliver,  sell,  or  repurchase any shares of its capital stock of any class, or
any  options, warrants or other rights exercisable for or securities convertible
into  or  exchangeable  for,  any  such  shares.

     4.4     Governing  Documents.  SafeGuard  shall  not adopt any amendment to
             --------------------
its  Articles  of  Incorporation  (or  charter  documents)  or  Bylaws.

     4.5     No  Acquisitions.  SafeGuard  shall not acquire or agree to acquire
             ----------------
by  merging or consolidating with, or by purchasing a substantial portion of the
assets of, or by any other manner, any business or any corporation, partnership,
association  or  other  business  organization  or division thereof or otherwise
acquire  or  agree  to  acquire  any capital or other assets which are material,
individually  or  in  the  aggregate,  to  SafeGuard.

     4.6     No  Dispositions.  Except  in  the  ordinary course of business and
             ----------------
other  than  pursuant to the requirements of existing Contracts, SafeGuard shall
not  sell,  lease  or  otherwise  dispose  of  any  assets  that  are  material,
individually  or  in  the  aggregate,  to  SafeGuard.

     4.7     Indebtedness.  SafeGuard  shall  not  incur,  become subject to, or
             ------------
agree  to  incur  or become subject to, any obligation or liability (absolute or
contingent),  except  current  liabilities  incurred,  and  obligations  under
contracts  entered  into, in the ordinary course of business and consistent with
prior  practice,  and  provided specifically that SafeGuard shall not enter into
any  material  lease or extension of any material lease with respect to any real
or  personal  property  or issue or sell, or guaranty the repayment of; any debt
securities.

     4.8     Additional  Matters.  SafeGuard  shall  not:
             -------------------

          (a)     enter  into, amend or terminate any agreements, commitments or
contracts which, individually or in the aggregate, are material to the financial
condition  or  results  of  operations  of  SafeGuard;

          (b)     discharge or satisfy any lien or encumbrance or payment of any
obligation  or liability (absolute or contingent) other than current liabilities
in  the  ordinary  course  of  business;


<PAGE>
          (c)     cancel or agree to cancel any material debts or claims, except
in  each  case  in  the  ordinary  course  of  business;

          (d)     waive  any  rights  of  substantial  value;

          (e)     otherwise  make  any  material  change  in  the conduct of the
business  or  operations  of  SafeGuard;

          (f)     settle  any  tax  assessment,  litigation  or  other  claims,
relinquish  any  material contract right or make any equity investments in third
parties;  or

          (g)     agree  in  writing  or  otherwise to take any of the foregoing
actions  or  any action which would constitute a Material Adverse Change or make
any  of  the  representations  and  warranties  of  SafeGuard  set forth in this
Agreement  untrue  or  incorrect  in  any  material  respect.

5.     Additional  Covenants.
       ---------------------

     5.1     Non-Competition  Agreement.  SafeGuard  shall  not  engage  in  the
             --------------------------
business  of  operating  a prepaid dental plan organization in the state of Utah
from  the  date of Closing through a period of three (3) years after the date of
Closing.

     5.2     Consents  and  Approvals.
             ------------------------

          (a)     Department  of  Insurance  Approval.  As  soon  as practicable
                  -----------------------------------
after  the  execution  of  this  Agreement,  Buyer  shall  file  its  completed
application  for  transfer  of  control of SafeGuard with the Utah Department of
Insurance,  together  with all documents and information of or concerning itself
or  any of its affiliates as may be required to be filed in connection therewith
under  such  form  or  applicable statutes and regulations, and shall thereafter
promptly  provide such additional information such Department shall request from
time  to time, and otherwise shall prosecute such application diligently and use
commercially  reasonable  efforts  to  obtain  such  approval  as  promptly  as
reasonably  practicable.  SafeGuard  and  the  Shareholder  will  assist  in the
preparation  of  the  required filings with the Utah Department of Insurance and
will  assist  Buyer  in  satisfying  the  obligations of Buyer set forth in this
Section  5.2(a).  The  parties  agree  that  this Agreement may be terminated by
either  party  upon  thirty  (30)  advance  written notice in the event the Utah
Department  of  Insurance  does not approve the transaction contemplated by this
Agreement.

          (b)     Other  Consents  and Approvals.  SafeGuard and the Shareholder
                  ------------------------------
will  obtain  or cause to be obtained prior to the Closing Date the consents and
approvals  of all required regulatory agencies, that may be required of them, if
any.

          (c)     Information.  The  parties  hereto shall, unless prohibited by
                  -----------
law,  (i)  furnish  to  other  party  copies  of  all filings and such necessary
information  as  may  be  requested  by  either  in  connection with any party's
preparation  of  any required filings or submissions to any governmental agency,
and  (ii) will keep the other party informed of the status of any inquiries made
with  respect  to  this  transaction by any federal, state or local governmental
agency  or  authority  with  respect  to  this  Agreement  or  the  transaction
contemplated  hereby.  The  parties shall furnish to the other, if applicable, a
list  of any materials that it is prohibited by law from providing to the other,
together  with a reference to the source of the prohibition and, if permitted, a
brief  summary  of  the  content  of  such  materials  and  the parties thereto.

     5.3     Confidential  Information.
             -------------------------


<PAGE>
          (a)     Nondisclosure  by  Shareholder after Closing.  The Shareholder
                  --------------------------------------------
recognizes  and  acknowledges that it has in the past, currently has, and in the
future  may  possibly  have,  access  to  certain  confidential  information  of
SafeGuard,  such as customer lists, specific information relating to the special
needs  of  particular  customers  (including knowledge of what products they are
using  and  are  likely  to  use in the future), sales and financial records and
related  data  (including  pricing  information), information and specifications
relating  to  products proposed by SafeGuard, knowledge of SafeGuard's sales and
marketing  techniques,  and  information  regarding  vendors  and  suppliers  of
SafeGuard.  The  Shareholder agrees that from and after the Closing Date it will
not  use such confidential information or disclose such confidential information
about  SafeGuard  to  any person or entity for any purpose or reason whatsoever,
except  to  authorized representatives of Buyer, unless such information becomes
known  to  the public generally, or unless the Shareholder is required by law to
disclose  such  information.  If  the  Shareholder  is requested to provide such
information pursuant to requirements of applicable law, he shall notify Buyer as
promptly  as  possible  and  shall  allow  Buyer  the opportunity to oppose such
request.

          (b)     Remedies.  The  Shareholder  acknowledges  and  agrees  that,
                  --------
because  the  legal remedies of Buyer may be inadequate in the event of a breach
of  any of the covenants set forth in this Section, Buyer may, in its discretion
and  in  addition  to  obtaining  any  other  remedy  or  relief available to it
(including,  without limitation, damages at law), enforce the provisions of this
Section  by  injunction  and  any  and  all  other  equitable  relief.

          (c)     Non-Disclosure  Pre-Closing.  Each  party  agrees that, unless
                  ---------------------------
and  until  the  Closing  has been consummated, all Confidential Information (as
defined  below)  shall  be  kept  confidential by such party as required by this
Section 5.3(c); provided, however, that (i) any of such Confidential Information
may  be  disclosed  to  such  directors,  officers,  employees,  and  authorized
representatives  of  such  party,  (collectively,  for purposes of this Section,
"Representatives")  as  need  to  know  such  information  for  the  purpose  of
evaluating  the  transactions contemplated hereby (it being understood that such
party's  Representatives  shall  be  informed  by such party of the confidential
nature  of  such  information  and  shall  be required to treat such information
confidentially),  (ii) any disclosure of Confidential Information may be made to
the  extent  to  which  the  non-disclosing  party  consents  in  writing, (iii)
Confidential  Information  may be disclosed by a party or its Representative, to
the  extent that, in the opinion of counsel, such party or its Representative is
legally  compelled  to do so, provided that, prior to making such disclosure and
if  there  is  time to do so, the disclosing party advises and consults with the
non-disclosing  party  regarding  such  disclosure and provided further that the
disclosing  party discloses only that portion of the Confidential Information as
is  legally  required.  Each  party  agrees  that  none  of  the  Confidential
Information  will  be  used  for  any  purpose other than in connection with the
transactions  contemplated hereby.  The term "Confidential Information", as used
herein,  means  all  information  obtained  by  or  on  behalf of Buyer from the
Shareholder  or  SafeGuard  pursuant to this Section and all similar information
obtained  from  SafeGuard  or  the  Shareholder  by  or  on  behalf  of Buyer in
connection  with  the  transactions  contemplated hereby, other than information
which  (i)  was  or  becomes  generally  available to the public other than as a
result of disclosure by the disclosing party, (ii) was or becomes available to a
party  on a non-confidential basis prior to disclosure to the party by the other
party  hereto  or  its  respective  representatives,  or  (iii)  was  or becomes
available to a party from a source other than the other party and its respective
representatives, provided that such source is not known by the party to be bound
by  a confidentiality agreement with respect to such information.  The agreement
contained  in  this  Section  5.3(c)  shall  terminate  upon  the  Closing Date.


<PAGE>
          (d)     Return of Information.  If this Agreement is terminated, Buyer
                  ---------------------
shall  promptly  return or destroy, and shall use its reasonable best efforts to
cause  all Buyer Representatives to promptly return or destroy, all Confidential
Information  to  SafeGuard  without  retaining any copies thereof, provided that
such portion of the Confidential Information as consists of notes, compilations,
analyses, reports, or other documents prepared by Buyer or Buyer Representatives
shall  be  destroyed.

     5.4     Governmental Filings.  Each of Buyer, SafeGuard and the Shareholder
             --------------------
agrees  to  make  as  promptly  as  practicable  all filings necessary under any
applicable  federal,  state,  local  and foreign laws and to obtain any required
regulatory approvals, clearances or expirations of waiting periods in connection
with  the transactions contemplated by this Agreement (all such filings required
to  be  made  as  provided  herein  are  referred  to herein collectively as the
"Governmental  Filings").  Each  party shall use its best efforts, and cause its
counsel  to  use  their  best  efforts,  to  cooperate with the other parties in
preparing  their  respective  Governmental Filings and in obtaining all required
regulatory  approvals,  clearances  and  expirations  of  waiting  periods.

     5.5     Legal  Conditions.  Each  of  Buyer,  SafeGuard and the Shareholder
             -----------------
will  take  all  reasonable  actions necessary to comply promptly with all legal
requirements which may be imposed on such party with respect to the consummation
of  the  transactions contemplated by this Agreement and will promptly cooperate
with  and  furnish information to such other party or parties in connection with
any  such  requirements  as  may  be imposed upon such other party or parties in
connection  with  the  consummation  of  the  transactions  contemplated by this
Agreement.

     5.6     Certain  Defaults.  SafeGuard  and/or  Shareholder will give prompt
             -----------------
notice  to  Buyer  of (a) any notice of default received by it subsequent to the
date  of  this  Agreement  and  prior  to  the  Closing  Date under any material
instrument or material agreement to which it is a party or by which it is bound,
which  default  would,  if  not remedied, result in a Material Adverse Change or
which  would  render  materially  incomplete  or  untrue any representation made
herein,  and  (b) any suit, action or proceeding instituted or, to the knowledge
of  it,  threatened  against  or  affecting  it  subsequent  to the date of this
Agreement  and  prior  to the Closing Date which, if adversely determined, would
result  in  a Material Adverse Change or which would render materially incorrect
any  representation  made  herein.

     5.7     Expenses.  All  costs and expenses incurred in connection with this
             --------
Agreement  and  the transactions contemplated hereby, shall be paid by the party
incurring  such  expense.

          (a)     Transfer  Taxes.  As  used  herein  the  term "Transfer Taxes"
                  ---------------
shall  mean  any  Taxes  imposed  on  or  with  respect  to the sale of stock as
contemplated  by  this  Agreement.  Buyer  shall  pay  all  such Transfer Taxes.

          (b)     Cooperation  and  Records  Retention.  Shareholder  and  Buyer
                  ------------------------------------
shall  (i)  each  provide  the other, and Buyer shall cause SafeGuard to provide
Shareholder,  with such assistance as may reasonably be requested by any of them
in  connection  with the preparation of any Tax Return or the conduct of any Tax
Proceeding,  (ii)  each  retain  and  provide  the  other, and Buyer shall cause
SafeGuard  to  retain  and  provide  Shareholder,  with  any  records  or  other


<PAGE>
information  that  may be relevant to any such Tax Return or Tax Proceeding, and
(iii)  each  provide  the  other  with  any  final determination of any such Tax
Proceeding that affects any amount required to be shown on any Tax Return of the
other  for  any period.  Without limiting the generality of the foregoing, Buyer
shall retain, and shall cause SafeGuard to retain, and Shareholder shall retain,
until  the  applicable  statutes  of limitations (including any extensions) have
expired, copies of all Tax Returns, supporting work schedules, and other records
or  information  that  may  be  relevant  to such returns for all tax periods or
portions  thereof  ending  before  or  including  the Closing Date and shall not
destroy  or  otherwise  dispose  of any such records without first providing the
other  party  with  a  reasonable  opportunity  to  review  and  copy  the same.

          (c)     Tax  Elections.  No new elections with respect to Taxes or any
                  --------------
changes  in current elections with respect to Taxes affecting SafeGuard shall be
made  after  the  date of this Agreement without prior written consent of Buyer.

          (d)     Survival.  Notwithstanding  any  other  provision  of  this
                  --------
Agreement,  the  covenants  set  forth  in  this Section shall survive until the
expiration  of  the respective statutes of limitations applicable to the periods
to  which  the  Taxes  relate.

     5.8     Further  Conveyances,  Assurances  and  Cooperation.  After  the
             ---------------------------------------------------
Closing,  the Shareholder will, without further consideration of any nature from
Buyer,  other  than reimbursement of expenses reasonably incurred at the request
of  Buyer, execute and deliver, or cause to be executed and delivered, to Buyer,
such  additional  documentation and instruments as Buyer may reasonably request,
to  (i)  sell,  transfer  and assign to and fully vest in Buyer ownership of the
Shares  (ii)  allow  Buyer to operate the business of SafeGuard, however without
the  use  of  the  name  SafeGuard,  SafeGuard  Health Plans, or any derivations
thereof, (iii) obtain any consent or approval which was not obtained on or prior
to  the  Closing,  (iv) comply with any Tax investigation, audit or inquiry, (v)
otherwise  provide  information,  books,  records, evidence, testimony and other
reasonable  assistance to Buyer in connection with its ownership of the business
of  SafeGuard.

6.     Conditions  Precedent  To  Obligations  Of  The  Parties.
       ---------------------------------------------------------

     6.1     Conditions  to  the  Obligations  of  Buyer,  SafeGuard  and  the
             -----------------------------------------------------------------
Shareholder.  The respective obligations of Buyer, SafeGuard and the Shareholder
         --
set  forth in this Agreement shall be subject to the satisfaction on or prior to
the  Closing Date of the following conditions, unless waived by each such party:

          (a)     Governmental  Approvals.  All  material  authorizations,
                  -----------------------
consents, orders or approvals of, or declarations or filings with, or expiration
of waiting periods imposed by, any federal, state, local or foreign governmental
or  regulatory  authority (including, without limitation, the Utah Department of
Insurance)  necessary  for  the consummation of the transactions contemplated by
this  Agreement  shall have been filed, occurred or been obtained, including any
and.  all  necessary  permits,  licenses  and  certificates.

          (b)     Board  Approval.  The  Board  of Directors of Buyer and Seller
                  ---------------
shall  have  approved  the  form  of  the  definitive purchase agreement and all
related agreements and documents and the each party shall provide the other with
a  copy  of  such  resolutions  at  the  Closing.

          (c)     Documents  from  Seller.  All  evidence  and  documents as the
                  -----------------------
attorneys  for  Buyer  may reasonably require as to Seller's compliance with its
agreements hereunder and the fulfillment of the conditions to Buyer's obligation
to  consummate  the  transaction  contemplated  hereby.


<PAGE>
          (d)     Documents  from  Buyer.  All  evidence  and  documents  as the
                  ----------------------
attorneys  for  Seller  may reasonably require as to Buyer's compliance with its
agreements  hereunder  and  the  fulfillment  of  the  conditions  to  Seller's
obligations  to  consummate  the  transaction  contemplated  hereby.

          (e)     Certificate  of Seller.  A certificate by the Seller, executed
                  ----------------------
by  its  duly  authorized  officer,  confirming the truthfulness in all material
respects  of the representations, warranties and covenants made herein as of the
Closing.

          (f)     Certificate of Buyer.  A certificate by Buyer, executed by any
                  --------------------
of its authorized officers, confirming the truthfulness in all material respects
of  the representations, warranties and covenants made herein as of the Closing.

          (g)     Consideration.  Buyer's wire transfer of the Purchase Price to
                  -------------
Seller  and  the  execution  and delivery of that certain promissory note all of
which  is  referred  to  in  Section  1.1.1.

     6.2     Further Conditions to the Obligations of Buyer.  The obligations of
             ----------------------------------------------
Buyer set forth in this Agreement are subject to the satisfaction on or prior to
the  Closing  Date  of  the  following  conditions,  unless  waived  by  Buyer:

          (a)     Representations  and  Warranties.  The  representations  and
                  --------------------------------
warranties of SafeGuard and the Shareholder set forth in this Agreement shall be
true  and  correct in all material respects as of the date of this Agreement and
as  of  the Closing Date as though made at and as of the Closing Date (except to
the  extent  such representations or warranties speak to a particular date), and
Buyer shall have received a certificate signed by the Shareholder and authorized
officers  of  SafeGuard  to  such  effect.

          (b)     Performance  of  Obligations  of Other Parties.  SafeGuard and
                  ----------------------------------------------
the  Shareholder  shall  have performed in all material respects all obligations
required  to be performed by them under this Agreement prior to the Closing Date
and  Buyer  shall  have  received  a  certificate  signed by the Shareholder and
authorized  officers  of  SafeGuard  to  such  effect.

          (c)     No  Litigation.  Since  the  date hereof, there shall not have
                  --------------
been  instituted  and  be  continuing or threatened against SafeGuard any claim,
action  or proceeding the result of which could reasonably be expected to result
in  a  Material  Adverse  Change  in  the  financial  condition,  operations  or
prospects.

          (d)     Third-Party  Approvals.  Any  and  all  consents required from
                  ----------------------
third  parties  relating to contracts, licenses, leases and other agreements and
instruments  material  to  the  financial  condition or results of operations of
SafeGuard  shall  have  been  obtained  by  SafeGuard  and  provided  to  Buyer.

          (e)     Resignations.  SafeGuard  shall  have  delivered  to Buyer all
                  ------------
resignations  of  the officers and directors of SafeGuard as requested by Buyer,
effective  as  of  the  Closing  Date.

          (f)     Employees.  There  shall be no employees of SafeGuard employed
                  ---------
by  SafeGuard  as  of  the  Closing  Date.


<PAGE>
          (g)     Retention  of  Revenues.  The  Shareholder  shall  cause  all
                  -----------------------
premiums  received  by  SafeGuard in the month of the Closing to be removed from
SafeGuard  and  shall be responsible for the payment of the related expenses for
the  operation  of  SafeGuard  during  such  month  in which the Closing occurs.
SafeGuard  shall  retain  any accounts receivable in existence as of the date of
Closing.

          (h)     Due  Diligence  Review.  Buyer shall have completed a thorough
                  ----------------------
due  diligence  investigation  of  SafeGuard,  its  businesses  and  facilities,
financial  condition and prospects, and any other matters it deems necessary and
shall have performed, without limitation, all necessary audits and reviews, with
the  results  of such due diligence investigation being satisfactory to Buyer in
its  sole  discretion.  Buyer  shall  not  assert any claims nor take any action
against  Shareholder  for any issues disclosed in the various Schedules attached
hereto.  Such  due  diligence  review shall be completed by Buyer not later than
thirty  (30)  days  following  the  execution  of  this  Agreement.

     6.3     Further  Conditions  to  the  Obligations  of  SafeGuard  and  the
             -------------------------------------------------------------------
Shareholder.  The obligations of SafeGuard and the Shareholder set forth in this
Agreement are subject  to  the  satisfaction  on or prior to the Closing Date of
the following conditions,  unless  waived  by  SafeGuard  and  the  Shareholder:

          (a)     Representations  and  Warranties.  The  representations  and
                  --------------------------------
warranties of Buyer set forth in this Agreement shall be true and correct in all
material respects as of the date of this Agreement and as of the Closing Date as
though  made  at  and  as  of  the  Closing  Date  (except  to  the  extent such
representations or warranties speak to a particular date), and SafeGuard and the
Shareholder  shall  have received a certificate signed by authorized officers of
Buyer  to  such  effect.

          (b)     Performance of Obligations of Other Parties.  Buyer shall have
                  -------------------------------------------
performed  in  all material respects all obligations required to be performed by
it  under  this  Agreement  prior  to  the  Closing  Date, and SafeGuard and the
Shareholder  shall  have received a certificate signed by authorized officers of
Buyer  to  such  effect.

7.     Termination,  Extension  And  Waiver.
       ------------------------------------

     7.1     Termination.  This Agreement may be terminated at any time prior to
             -----------
the  Closing  Date  as  follows:

          (a)     By  Mutual  Consent.  By  mutual  written  consent  of  the
                  -------------------
Shareholder  and  Buyer.

          (b)     By  Any  Party.  By  any  party  to  this  Agreement  if  the
                  --------------
transactions  contemplated  by this Agreement shall not have been consummated on
or  before  one hundred twenty days (120) after the execution of this Agreement,
provided  that the failure of the transactions to be consummated by such date is
not  caused  by  any  breach  of  this  Agreement  by  the  party  seeking  such
termination.

8.     Indemnification.
       ---------------

     8.1     Indemnification.
             ---------------

          (a)     Indemnification  by  Shareholder.  Shareholder shall indemnify
                  --------------------------------
and  hold  harmless Buyer and its affiliates from and against any and all Losses
(as  defined  in Section 8.1(c) incurred by any of such indemnified party in any
way  relating  to,  arising  out  of  or  resulting  from:


<PAGE>
               (i)     The  breach  of  any  of  the material representations or
     warranties,  made  by  SafeGuard  or  Shareholder  in  this  Agreement;

               (ii)     The breach or the failure of performance by SafeGuard or
     Shareholder  of  any of the material covenants, promises or agreements that
     any  of  them  is  to  perform  under  this  Agreement;

               (iii)     Taxes  (including  interest,  penalties  and  other
     additions  to  tax  that  may  become payable in respect thereof) which are
     assessed or imposed on or otherwise become payable by SafeGuard or Buyer in
     respect  of  SafeGuard's  income,  business,  property or operations in any
     period  ending  prior  to  or  on  the  Closing  Date.

          (b)     Indemnification  by  Buyer.  Buyer  shall  indemnify  and hold
                  --------------------------
harmless  Shareholder and its affiliates from and against any and all Losses (as
defined  in  Section  8.1(c))  incurred  by  such  indemnified  party in any way
relating  to,  arising  out  of  or  resulting  from:

               (i)     The  breach  of  any  of  the material representations or
     warranties  made  by  Buyer  in  this  Agreement;

               (ii)     The breach or the failure of performance by Buyer of any
     of  the  material  covenants,  promises or agreements that it is to perform
     under  this  Agreement;

               (iii)     Taxes  (including  interest,  penalties  and  other
     additions  to  tax  that  may  become payable in respect thereof) which are
     assessed  or  imposed  on  or  otherwise  become  payable by Shareholder in
     respect  of  SafeGuard's  income,  business,  property or operations in any
     period  following  the  Closing  Date.

          (c)     Definition  of Losses.  For purposes of this Article, "Losses"
                  ---------------------
shall  mean  any  and  all  liabilities,  obligations,  losses, damages, claims,
deficiencies,  penalties, taxes, levies, actions, judgments, settlements, suits,
costs,  legal  fees, accountants' fees, disbursements or expenses.  Losses shall
exclude  any  amount that any party actually receives under any insurance policy
that  provides  coverage  for  the  liability  in  question.

     8.2     Third  Party  Claims,  Notice  and  Opportunity  to  Settle.
             -----------------------------------------------------------

          (a)     Within  thirty  (30)  days  after  the  receipt  by  the party
entitled to indemnity hereunder (the "Indemnified Party") of any claim or demand
(including  but not limited to, notice of any action, suit or proceeding) by any
third  party  (a  "Third  Party Claim") against an Indemnified Party which gives
rise  to a right to indemnification for a Loss hereunder (or, in the case of the
receipt  of any notice of any examination, claim, adjustment or other proceeding
with  respect  to  Taxes  for  any  period for which Shareholder is liable under
Section 8.1(a)(iii) or for which Buyer is liable under Section 8.1(b)(iii) ("Tax
Proceeding"),  promptly after the receipt of such notice), the Indemnified Party
shall  give  each party who may be obligated to provide indemnity hereunder (the
"Indemnifying Party") written notice of such claim or demand; provided, however,
that the failure to give such notice shall not relieve the Indemnifying Party of
its  obligations  hereunder except to the extent that such failure is materially
prejudicial  to  the  Indemnifying  Party.


<PAGE>
          (b)     The Indemnifying Party shall have the right (without prejudice
to  the right of any Indemnified Party to participate at its own expense through
counsel  of  its  own  choosing),  to  defend  against such claim or demand (for
purposes  of  this  Section,  any Tax proceeding shall be considered a "claim or
demand")  at  its expense and through counsel of its own choosing (the choice of
such counsel to be subject to the reasonable consent of the affected Indemnified
Parties) and to control such defense if it gives written notice of its intention
to  do  so  within  ten  (10)  days  of the receipt of the notice referred to in
Section  8.2(a).  If  the Indemnifying Party shall decline to assume the defense
of  such  claim or demand, the affected Indemnified Parties shall have the right
to assume control of such defense at the expense of the Indemnifying Party.  The
Indemnified Parties shall cooperate fully in the defense of such claim or demand
and  shall make available to the Indemnifying Party or its counsel all pertinent
information under their control relating thereto.  The Indemnifying Party agrees
to  cooperate  with  the Indemnified Parties in order to enable their counsel to
participate  in  the defense and to deliver to the Indemnified Parties copies of
all pleadings and other information within the Indemnifying Party's knowledge or
possession  reasonably  requested by the Indemnified Parties that is relevant to
the  defense  of  any  such  claim or demand.  The Indemnified Parties and their
counsel  shall  maintain  confidentiality  with  respect to all such information
consistent  with  the  conduct  of  a  defense  hereunder.

     8.3     Non-Third  Party Claims.  In the event any Indemnified Party should
             -----------------------
have  a  claim against any Indemnifying Party hereunder which does not involve a
Third  Party  Claim,  the  Indemnified  Party shall transmit to the Indemnifying
Party  a written notice (the "Indemnity Notice") describing in reasonable detail
the  nature  of  the claim, an estimate of the amount of damages attributable to
such  claim and the basis of the Indemnified Party's request for indemnification
under this Agreement.  If the Indemnifying Party does not notify the Indemnified
Party  within  thirty  (30)  days  from  the Indemnifying Party's receipt of the
Indemnity  Notice  that  the  Indemnifying  Party disputes such claim, the claim
specified  by  the  Indemnified  Party in the Indemnity Notice shall be deemed a
liability of the Indemnifying Party hereunder; provided, however, that, if Buyer
asserts  a claim that is not a Third Party Claim and the Indemnifying Party does
not  dispute  such claim in a timely manner in accordance with this Section 8.3,
Buyer  shall  have  offset  and  recoup  its  Losses as provided in Section 8.4.

     8.4     Payments.  Any  timely,  disputed  non-Third  Party  Claim shall be
             --------
submitted  to arbitration in accordance with the provisions of Section 9 hereof.
Payments  of all amounts owing by an Indemnifying Party pursuant to this Section
8  relating  to  a Third Party Claim shall be made within thirty (30) days after
the  latest  of (a) the settlement of such Third Party Claim, (b) the expiration
of  the  period  for appeal of a final adjudication of such Third Party Claim or
(c)  the  expiration  of  the  period  for appeal of a final adjudication of the
Indemnifying  Party's  liability  to the Indemnified Party under this Agreement.
Subject  to  Section 8.3, payments of all amounts owing by an Indemnifying Party
pursuant to Section 8.4 shall be made within thirty (30) days after the later of
(i)  the  expiration  of the thirty (30) day Indemnity Notice period or (ii) the
expiration  of the period for appeal of a final adjudication of the Indemnifying
Party's  liability  to  the  Indemnified  Party  under  this  Agreement.


<PAGE>
9.     Dispute Resolution.  All controversies, claims and disputes arising under
       ------------------
this  Agreement  or  the  construction,  interpretation,  breach,  termination,
enforceability  or  validity thereof, shall be resolved by submission to binding
arbitration.

     9.1     Notice.  The  party  desiring  to initiate arbitration can do so by
             ------
sending  written  notice of an intention to arbitrate by registered or certified
mail  to the other parties and to American Arbitration Association ("AAA").  The
notice  must contain a description of the dispute, the amount of money involved,
and  the  remedies  sought.

     9.2     Arbitrator.  The  parties shall attempt to agree on a retired judge
             ----------
from  the  AAA  panel  to  act  as the arbitrator hereunder.  If the parties are
unable  to  agree,  AAA  shall  provide a list of three available judges to each
party and each party may strike one.  If the parties strike the same individual,
then  AAA  shall  be  entitled  to  select the final arbitrator.  If they strike
different  individuals,  the remaining judge shall serve as the arbitrator.  The
parties  agree  the  arbitration must be initiated within one (1) year after the
claimed  breach occurred and that the failure to initiate arbitration within the
one  (1)  year  period  constitutes  an  absolute  bar to the institution of any
arbitration or any judicial proceeding on any dispute set forth in the notice of
intent  to  arbitrate.  It  is  agreed  that  by  all  parties  that  any  legal
proceedings under this agreement shall remain sealed and not open to the public.

     9.3     Costs.  Each  party  to  the  arbitration  must pay its own witness
             -----
fees.  Each  party  must  pay  its pro-rata share of the arbitrator's fees.  The
arbitrator must award to the prevailing party attorneys' fees and costs actually
and  reasonably  incurred.

10.     General  Provisions.
        -------------------

     10.1     Survival  of  Representations and Warranties.  The representations
              --------------------------------------------
and warranties contained herein shall survive the Closing and will expire on the
first anniversary of the Closing Date (the "Survival Date"); unless prior to the
Survival  Date,  a  claim  specifying  a breach of any of the representations or
warranties described above is submitted in writing to the indemnifying party and
identified  as a claim for indemnification pursuant to this Agreement.  From and
after the Survival Date, no party hereto nor any shareholder, director, officer,
employee,  or  affiliate  of  such  party  shall  have  any indemnity obligation
pursuant  to  Section  8,  except with respect to matters as to which notice has
been  received  in  accordance  with  this  Section  10.1.

     10.2     Notices.  All  notices and other communications hereunder shall be
              -------
in  writing  and shall be deemed given upon facsimile transmission (with written
or  facsimile  confirmation  of  receipt),  or delivery by a reputable overnight
commercial  delivery  service (delivery, postage or freight charges prepaid), or
on  the  third  day  following  deposit  in  the  United States mail (if sent by
registered  or  certified  mail,  return receipt requested, delivery, postage or
freight  charges  prepaid),  addressed to the parties at the following addresses
(or  at  such  other  address for a party as shall be specified by like notice):


<PAGE>
<TABLE>
<CAPTION>
<S>                                        <C>
Seller:                                    Buyer:

Safeguard Health Enterprises, Inc.         Total Dental Administrators, Inc.
95 Enterprise                              969 East Murray Holladay Road, #4E
Aliso Viejo, CA 92656                      Salt Lake City, UT 84117
Attn: Ronald I. Brendzel,                  Attn: Jane Ann Morrison, President and
Senior Vice President and General Counsel  Chief Executive Officer
Phone:  (949) 425-4110                     Phone:  (801) 268-9740
Fax:  (949) 425-4586                       Fax:  (801) 268-9873
</TABLE>

     10.3     Interpretation.  The  table  of contents and headings contained in
              --------------
this  Agreement  are for reference purposes only and shall not affect in any way
the  meaning  or  interpretation  of  this  Agreement.

     10.4     Counterparts.  This  Agreement  may  be  executed  in  one or more
              ------------
counterparts, each of which shall be an original and all of which together shall
be  one  and  the  same  instrument.

     10.5     Integration.  This  Agreement  and  the  Exhibits,  Schedules,
              -----------
documents,  instruments  and  other agreements among the parties hereto that are
referred  to herein, constitute the entire agreement of the parties with respect
to  the  subject  matter  set  forth  herein  or therein and supersede all prior
agreements  and  understandings,  both  written and oral, among the parties with
respect  to  the  subject  matter  hereof  or  thereof.

     10.6     Governing  Law.  This  Agreement  and  the  rights  of the parties
              --------------
hereunder shall be governed by and construed and enforced in accordance with the
internal  laws,  and  not the laws pertaining to choice or conflicts of laws, of
the State of Utah, and venue for any Arbitration concerning this Agreement shall
be  in  Irvine,  California.

     10.7     Amendment.  This  Agreement  may  not  be  amended  except  by  an
              ---------
instrument  in  writing  signed  on  behalf  of  each  of  the  parties  hereto.

     10.8     Assignment.  No  party  hereto  shall assign or transfer or permit
              ----------
the  assignment  or transfer of this Agreement without the prior written consent
of  the  other  parties,  except  that  the  Buyer  may  assign  its  rights and
obligations hereunder to any wholly-owned subsidiary, however if assigned, Buyer
must  guarantee  all  payments to SafeGuard and/or its Shareholder called for in
this  Agreement.

     10.9     Severability.  If  any  paragraph,  section,  sentence,  clause or
              ------------
phrase  contained in this Agreement will become illegal, null or void or against
public  policy,  for  any  reason,  or  will  be  held by any court of competent
jurisdiction  to  be incapable of being construed or limited in a manner to make
it  enforceable,  or is otherwise held by such court to be illegal, null or void
or against public policy, the remaining paragraphs, sections, sentences, clauses
or  phrases  contained  in  this  Agreement  will  not  be  affected  thereby.

     10.10     Fees.  If any party to this Agreement shall bring any arbitration
               ----
or  any  other  action,  suit, counterclaim or appeal for any relief against any
other party, declaratory or otherwise, to enforce the terms hereof or to declare
rights  hereunder  (collectively,  an  "Action"),  the prevailing party shall be
entitled  to  recover  as part of any such Action its reasonable attorneys' fees
and  costs,  including  any  fees and costs incurred in bringing and prosecuting


<PAGE>
such  Action  and/or  enforcing  any order, judgment, ruling or award granted as
part  of  such  Action.  "Prevailing  party"  within the meaning of this section
includes,  without  limitation, a party who agrees to dismiss an Action upon the
other  party's  payment  of  all  or  a  portion  of  the  sums allegedly due or
performance  of  the  covenants allegedly breached, or who obtains substantially
the  relief  sought.

     10.11     Transfer  Taxes.  The  Buyer shall bear all transfer, sales, use,
               ---------------
income  or other taxes, if any, payable in connection with the transfer of Stock
contemplated  by  this Agreement or as a result of the transactions contemplated
hereby,  and shall be responsible for the payment of any individual taxes levied
against  him  personally  as  a  result  of  selling  the  Shares  to  Buyer.

IN  WITNESS WHEREOF, the parties have executed this Agreement the date set forth
below.

<TABLE>
<CAPTION>
<S>                                           <C>
"Buyer"                                       "Seller"

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
Title: President and Chief Executive Officer  Title: President and Chief Executive Officer

Dated: February 20, 2001
--------------------------------------------
                                              By: /s/ Ronald I. Brendzel
                                              --------------------------------------------
                                              Name: RONALD I. BRENDZEL
                                              Title: Senior Vice President and Secretary
                                              Dated: February 26, 2001
                                              --------------------------------------------
</TABLE>


<PAGE>
                                   EXHIBIT 1.2

                                 PURCHASE PRICE

              MARKETABLE SECURITIES, DEPOSITS AND ACCRUED INTEREST


<PAGE>
                                   EXHIBIT 2.2

              AUTHORIZED AND OUTSTANDING CAPITAL STOCK OF SAFEGUARD


<PAGE>
                                   EXHIBIT 2.7

               FINANCIAL STATEMENTS DATED AS OF DECEMBER 31, 2000


<PAGE>
                                  EXHIBIT 2.12

                   LIST OF EACH EMPLOYEE PENSION BENEFIT PLAN,
                        PROGRAM, AGREEMENT OR ARRANGEMENT


                                      NONE


<PAGE>
                                  EXHIBIT 2.13

                                    CONTRACTS


<PAGE>
                                 EXHIBIT 2.18(C)

                               COMPLIANCE MATTERS


                                      NONE


<PAGE>

</TEXT>
</DOCUMENT>
