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                                   EXHIBIT 99


                     OMEGA ORTHODONTICS INCENTIVE STOCK PLAN


                      I. ESTABLISHMENT OF PLAN; DEFINITIONS

      1. Purpose. The purpose of the Omega Orthodontics Incentive Stock Plan is
to provide an incentive to key employees, directors and consultants to Omega
Orthodontics, Inc. (the "Corporation") who are in a position to contribute
materially to the long-term success of the Corporation, to increase their
interest in the Corporation's welfare, and to aid in attracting and retaining
employees, directors and consultants of outstanding ability.

      2. Definitions. Unless the context clearly indicates otherwise, the
following terms shall have the meanings set forth below:

         (a) "Board" shall mean the Board of Directors of the Corporation.

         (b) "Code" shall mean the Internal Revenue Code of 1986, as it may be
amended from time to time.

         (c) "Committee" shall mean a committee whose members shall, from time
to time, be appointed by the Board; provided, however, that such Committee shall
at all times consist of at least two non-employee Directors.

         (d) "Consultants" shall mean individuals who provide services to the
Corporation who are not Employees or Directors.

         (e) "Corporation" shall mean Omega Orthodontics, Inc., a Delaware
corporation.

         (f) "Directors" shall mean those members of the Board of Directors of
the Corporation who are not Employees.

         (g) "Disability" shall mean a medically determinable physical or mental
condition which causes an Employee, Director or Consultant to be unable to
engage in any substantial gainful activity and which can be expected to result
in death or to be of long-continued and indefinite duration.

         (h) "Employee" shall mean any common law employee, including officers,
of the Corporation as determined under the Code and the Treasury Regulations
thereunder.

         (i) "Fair Market Value" shall mean the fair market value of the Stock
as determined by the Committee on the basis of a review of the facts and
circumstances at the time.


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         (j) "Grantee" shall mean an Employee, Director or Consultant granted a
Stock Option or Stock Award under this Plan.

         (k) "Incentive Stock Option" shall mean an option granted pursuant to
the Incentive Stock Option provisions as set forth in Part II of this Plan.

         (l) "Non-Qualified Stock Option" shall mean an option granted pursuant
to the Non-Qualified Stock Option provisions as set forth in Part III of this
Plan.

         (m) "Performance Shares" shall mean Stock which is issued pursuant to
the performance share provisions as set forth in Part VII of this Plan.

         (n) "Plan" shall mean the Omega Orthodontics Incentive Stock Plan as
set forth herein and as amended from time to time.

         (o) "Reload Option" shall mean an option granted pursuant to the reload
option provisions as set forth in Part IV of this Plan.

         (p) "Restricted Stock" shall mean Stock which is issued pursuant to the
Restricted Stock as set forth in Part V of this Plan.

         (q) "Stock" shall mean authorized but unissued shares of the Common
Stock of the Corporation or reacquired shares of the Corporation's Common Stock.

         (r) "Stock Appreciation Right" shall mean a stock appreciation right
granted pursuant to the Stock Appreciation Right provisions as set forth in Part
II and III of this Plan.

         (s) "Stock Award" shall mean an award of Restricted or Unrestricted
Stock or Performance Shares granted pursuant to this Plan.

         (t) "Stock Option" shall mean an option granted pursuant to the Plan to
purchase shares of Stock.

         (u) "Ten Percent Shareholder" shall mean an Employee who at the time a
Stock Option is granted owns stock possessing more than ten percent (10%) of the
total combined voting power of all stock of the Corporation or of its parent or
subsidiary corporation.

         (v) "Unrestricted Stock" shall mean Stock which is issued pursuant to
the Unrestricted Stock provisions as set forth in Part VI of this Plan.

      3. Shares of Stock Subject to the Plan. Subject to the provisions of
Paragraph 2 of Part VIII of the Plan, the Stock which may be issued or
transferred pursuant to Stock Options and Stock Awards granted under the Plan
and the Stock which is subject to outstanding but unexercised Stock


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Options under the Plan shall not exceed 450,000 shares in the aggregate. If a
Stock Option shall expire and terminate for any reason, in whole or in part,
without being exercised or, if Stock Awards are forfeited because the
restrictions with respect to such Stock Awards shall not have been met or have
lapsed, the number of shares of Stock which are no longer outstanding as Stock
Awards or subject to Stock Options may again become available for the grant of
Stock Awards or Stock Options. There shall be no terms and conditions in a Stock
Award or Stock Option which provide that the exercise of an Incentive Stock
Option reduces the number of shares of Stock for which an outstanding
Non-Qualified Stock Option may be exercised; and there shall be no terms and
conditions in a Stock Award or Stock Option which provide that the exercise of a
Non-Qualified Stock Option reduces the number of shares of Stock for which an
outstanding Incentive Stock Option may be exercised.

      4. Administration of the Plan. The Plan shall be administered by the
Committee. Subject to the express provisions of the Plan, the Committee shall
have authority to interpret the Plan, to prescribe, amend, and rescind rules and
regulations relating to it, to determine the terms and provisions of Stock
Option agreements, and to make all other determinations necessary or advisable
for the administration of the Plan. Any controversy or claim arising out of or
related to this Plan shall be determined unilaterally by and at the sole
discretion of the Committee.

      5. Amendment or Termination. The Board may, at any time, alter, amend,
suspend, discontinue, or terminate this Plan; provided, however, that such
action shall not adversely affect the right of Grantees to Stock Awards or Stock
Options previously granted and no amendment, without the approval of the
stockholders of the Corporation, shall increase the maximum number of shares
which may be awarded under the Plan in the aggregate, materially increase the
benefits accruing to Grantees under the Plan, change the class of Employees
eligible to receive options under the Plan, or materially modify the eligibility
requirements for participation in the Plan.

      6. Effective Date and Duration of the Plan. This Plan shall become
effective on January 31, 1997. This Plan shall terminate at the close of
business on January 31, 2007, and no Stock Award or Stock Option may be issued
or granted under the Plan thereafter, but such termination shall not affect any
Stock Award or Stock Option theretofore issued or granted.

                      II. INCENTIVE STOCK OPTION PROVISIONS

      1. Granting of Incentive Stock Options.

         (a) Only key Employees of the Corporation shall be eligible to receive
Incentive Stock Options under the Plan. Directors and Consultants of the
Corporation who are not also Employees shall not be eligible to receive
Incentive Stock Options.

         (b) The purchase price of each share of Stock subject to an Incentive
Stock Option shall not be less than 100% of the Fair Market Value of a share of
the Stock on the date the Incentive Stock Option is granted; provided, however,
that the purchase price of each share of Stock subject


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to an Incentive Stock Option granted to a Ten Percent Shareholder shall not be
less than 110% of the Fair Market Value of a share of the Stock on the date the
Incentive Stock Option is granted.

         (c) No Incentive Stock Option shall be exercisable more than ten years
from the date the Incentive Stock Option was granted; provided, however, that an
Incentive Stock Option granted to a Ten Percent Shareholder shall not be
exercisable more than five years from the date the Incentive Stock Option was
granted.

         (d) The Committee shall determine and designate from time to time those
Employees who are to be granted Incentive Stock Options and specify the number
of shares subject to each Incentive Stock Option.

         (e) The Committee, in its sole discretion, shall determine whether any
particular Incentive Stock Option shall become exercisable in one or more
installments, specify the installment dates, and, within the limitations herein
provided, determine the total period during which the Incentive Stock Option is
exercisable. Further, the Committee may make such other provisions as may appear
generally acceptable or desirable to the Committee or necessary to qualify its
grants under the provisions of Section 422 of the Code.

         (f) The Committee may grant at any time new Incentive Stock Options to
an Employee who has previously received Incentive Stock Options or other options
whether such prior Incentive Stock Options or other options are still
outstanding, have previously been exercised in whole or in part, or are canceled
in connection with the issuance of new Incentive Stock Options. The purchase
price of the new Incentive Stock Options may be established by the Committee
without regard to the existing Incentive Stock Options or other options.

         (g) Notwithstanding any other provisions hereof, the aggregate fair
market value (determined at the time the option is granted) of the Stock with
respect to which Incentive Stock Options are exercisable for the first time by
the Employee during any calendar year (under all such plans of the Grantee's
employer corporation and its parent and subsidiary corporation) shall not exceed
$100,000.

      2. Exercise of Incentive Stock Options. The option price of an Incentive
Stock Option shall be payable on exercise of the option (i) in cash or by check,
bank draft or postal or express money order, (ii) by the surrender of Stock then
owned by the Grantee, or (iii) partially in accordance with clause (i) and
partially in accordance with clause (ii) of this Paragraph. Shares of Stock so
surrendered in accordance with clause (ii) or (iii) shall be valued at the Fair
Market Value thereof on the date of exercise, surrender of such Stock to be
evidenced by delivery of the certificate(s) representing such shares in such
manner, and endorsed in such form, or accompanied by stock powers endorsed in
such form, as the Committee may determine.


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      3. Termination of Employment.

         (a) If a Grantee's employment with the Corporation is terminated other
than by Disability or death the terms of any then outstanding Incentive Stock
Option held by the Grantee shall extend for a period ending on the earlier of
the date on which such Stock Option would otherwise expire or three months after
such termination of employment, and such Stock Option shall be exercisable to
the extent it was exercisable as of such last date of employment.

         (b) If a Grantee's employment with the Corporation is terminated by
reason of Disability, the term of any then outstanding Incentive Stock Option
held by the Grantee shall extend for a period ending on the earlier of the date
on which such Stock Option would otherwise expire or twelve months after such
termination of employment, and such Stock Option shall be exercisable to the
extent it was exercisable as of such last date of employment.

         (c) If a Grantee's employment with the Corporation is terminated by
reason of death, the representative of his estate or beneficiaries thereof to
whom the Stock Option has been transferred shall have the right during the
period ending on the earlier of the date on which such Stock Option would
otherwise expire or twelve months after such date of death, to exercise any then
outstanding Incentive Stock Options in whole or in part. If a Grantee dies
without having fully exercised any then outstanding Incentive Stock Options, the
representative of his estate or beneficiaries thereof to whom the Stock Option
has been transferred shall have the right to exercise such Stock Options in
whole or in part.

      4. Stock Appreciation Rights

         (a) Grant. Stock Appreciation Rights related to all or any portion of
an Incentive Stock Option may be granted by the Committee to any Grantee in
connection with the grant of an Incentive Stock Option or unexercised portion
thereof held by the Grantee at any time and from time to time during the term
thereof. Each Stock Appreciation Right shall be subject to such terms and
conditions not inconsistent with the provisions of this Part II as shall be
determined by the Committee and included in the agreement relating to such Stock
Appreciation Right, subject in any event, however, to the following terms and
conditions of this Section 4. Each Stock Appreciation Right may include
limitations as to the time when such Stock Appreciation Right becomes
exercisable and when it ceases to be exercisable that are more restrictive than
the limitations on the exercise of the Incentive Stock Option to which it
relates.

         (b) Exercise. No Stock Appreciation Right shall be exercisable with
respect to such related Incentive Stock Option or portion thereof unless such
Incentive Stock Option or portion shall itself be exercisable at that time. A
Stock Appreciation Right shall be exercised only upon surrender of the related
Incentive Stock Option or portion thereof in respect of which the Stock
Appreciation Right is then being exercised.

         (c) Amount of Payment. On exercise of a Stock Appreciation Right, a
Grantee shall be entitled to receive an amount equal to the product of (i) the
amount by which the Fair Market


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Value of a share of Stock on the date of exercise of the Stock Appreciation
Right exceeds the option price per share specified in the related Incentive
Stock Option and (ii) the number of shares of Stock in respect of which the
Stock Appreciation Right shall have been exercised.

         (d) Form of Payment. The Committee shall have the sole discretion
either (i) to determine the form in which payment in settlement of a Stock
Appreciation Right will be made (i.e., cash, Stock or any combination thereof),
or (ii) to consent to or disapprove the election by the Grantee to receive cash
in full or partial settlement of the Stock Appreciation Right, such consent or
disapproval to be given at any time after the election to which it relates. If
settlement of a Stock Appreciation Right, or portion thereof, is to be made in
the form of Stock, the number of shares of Stock to be distributed shall be the
largest whole number obtained by dividing the cash sum otherwise distributable
in respect of such settlement by the Fair Market Value of a share of Stock on
the date of exercise of the Stock Appreciation Right. The value of fractional
shares of Stock shall be paid in cash.

         (e) Effect of Exercise of Right or Related Option. If the related
Incentive Stock Option is exercised in whole or in part, then the Stock
Appreciation Right with respect to the Stock purchased pursuant to such exercise
(but not with respect to any unpurchased Stock) shall be terminated as of the
date of exercise if such Stock Appreciation Right is not exercised on such date.

         (f) Non-transferability. A Stock Appreciation Right shall not be
transferable or assignable by the Grantee other than by will or the laws of
descent and distribution, and shall be exercisable during the Grantee's lifetime
only by the Grantee.

         (g) Termination of Employment. If the Grantee ceases to be an Employee
of the Corporation for any reason, each outstanding Stock Appreciation Right
shall be exercisable for such period and to such extent as the related Incentive
Stock Option or portion thereof.

                  III.  NON-QUALIFIED STOCK OPTION PROVISIONS

      1. Granting of Stock Options.

         (a) Employees, Directors and Consultants shall be eligible to receive
Non-Qualified Stock Options under the Plan.

         (b) The Committee shall determine and designate from time to time those
Employees, Directors and Consultants who are to be granted Non-Qualified Stock
Options and the amount subject to each Non-Qualified Stock Option.

         (c) The Committee may grant at any time new Non-Qualified Stock Options
to an Employee, Director or Consultant who has previously received Non-Qualified
Stock Options or other Stock Options, whether such prior Non-Qualified Stock
Options or other Stock Options are still outstanding, have previously been
exercised in whole or in part, or are canceled in connection with the issuance
of new Non-Qualified Stock Options.


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         (d) The Committee shall determine the purchase price of each share of
Stock subject to a Non-Qualified Stock Option. Such price shall not be less than
[100%] of the Fair Market Value of such Stock on the date the Non-Qualified
Stock Option is granted.

         (e) The Committee, in its sole discretion, shall determine whether any
particular Non-Qualified Stock Option shall become exercisable in one or more
installments, specify the installment dates, and, within the limitations herein
provided, determine the total period during which the Non-Qualified Stock Option
is exercisable. Further, the Committee may make such other provisions as may
appear generally acceptable or desirable to the Committee.

         (f) No Non-Qualified Stock Option shall be exercisable more than ten
years from the date such option is granted.

      2. Exercise of Stock Options. The option price of a Non-Qualified Stock
Option shall be payable on exercise of the Stock Option (i) in cash or by check,
bank draft or postal or express money order, (ii) by the surrender of Stock then
owned by the Grantee, or (iii) partially in accordance with clause (i) and
partially in accordance with clause (ii) of this Paragraph. Shares of Stock so
surrendered in accordance with clause (ii) or (iii) shall be valued at the Fair
Market Value thereof on the date of exercise, surrender of such to be evidenced
by delivery of the certificate(s)representing such shares in such manner, and
endorsed in such form, or accompanied by stock powers endorsed in such form, as
the Committee may determine.

      3. Termination of Relationship.

         (a) If a Grantee's employment with the Corporation is terminated, a
Director Grantee ceases to be a Director, or a Consultant Grantee ceases to be a
Consultant, other than by reason of Disability or death, the terms of any then
outstanding Non-Qualified Stock Option held by the Grantee shall extend for a
period ending on the earlier of the date established by the Committee at the
time of grant or three months after the Grantee's last date of employment or
cessation of being a Director or Consultant, and such Stock Option shall be
exercisable to the extent it was exercisable as of the date of termination of
employment or cessation of being a Director or Consultant.

         (b) If a Grantee's employment is terminated by reason of Disability, a
Director Grantee ceases to be a Director by reason of Disability or a Consultant
Grantee ceases to be a Consultant by reason of Disability, the term of any then
outstanding Non-Qualified Stock Option held by the Grantee shall extend for a
period ending on the earlier of the date on which such Stock Option would
otherwise expire or twelve months after the Grantee's last date of employment or
cessation of being a Director or Consultant, and such Stock Option shall be
exercisable to the extent it was exercisable as of such last date of employment
or cessation of being a Director or Consultant.

         (c) If a Grantee's employment is terminated by reason of death, a
Director Grantee ceases to be a Director by reason of death or a Consultant
Grantee ceases to be a Consultant by reason of death, the representative of his
estate or beneficiaries thereof to whom the Stock Option


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has been transferred shall have the right during the period ending on the
earlier of the date on which such Stock Option would otherwise expire or twelve
months following his death to exercise any then outstanding Non-Qualified Stock
Options in whole or in part. If a Grantee dies without having fully exercised
any then outstanding Non-Qualified Stock Options, the representative of his
estate or beneficiaries thereof to whom the Stock Option has been transferred
shall have the right to exercise such Stock Options in whole or in part.

      4. Stock Appreciation Rights.

         (a) Grant. Stock Appreciation Rights related to all or any portion of a
Non-Qualified Stock Option may be granted by the Committee to any Grantee in
connection with the grant of a Non-Qualified Stock Option or unexercised portion
thereof held by the Grantee at any time and from time to time during the term
thereof. Each Stock Appreciation Right shall be subject to such terms and
conditions not inconsistent with the provisions of this Part III as shall be
determined by the Committee and included in the agreement relating to such Stock
Appreciation Right, subject in any event, however, to the following terms and
conditions of this Section 4. Each Stock Appreciation Right may include
limitations as to the time when such Stock Appreciation Right becomes
exercisable and when it ceases to be exercisable that are more restrictive than
the limitations on the exercise of the Non-Qualified Stock Option to which it
relates.

         (b) Exercise. No Stock Appreciation Right shall be exercisable with
respect to such related Non-Qualified Stock Option or portion thereof unless
such Non-Qualified Stock Option or portion shall itself be exercisable at that
time. A Stock Appreciation Right shall be exercised only upon surrender of the
related Non-Qualified Stock Option or portion thereof in respect of which the
Stock Appreciation Right is then being exercised.

         (c) Amount of Payment. On exercise of a Stock Appreciation Right, a
Grantee shall be entitled to receive an amount equal to the product of (i) the
amount by which the Fair Market Value of a share of Stock on the date of
exercise of the Stock Appreciation Right exceeds the option price per share
specified in the related Non-Qualified Stock Option and (ii) the number of
shares of Stock in respect of which the Stock Appreciation Right shall have been
exercised.

         (d) Form of Payment. The Committee shall have the sole discretion
either (i) to determine the form in which payment in settlement of a Stock
Appreciation Right will be made (i.e., cash, Stock or any combination thereof),
or (ii) to consent to or disapprove the election by the Grantee to receive cash
in full or partial settlement of the Stock Appreciation Right, such consent or
disapproval to be given at any time after the election to which it relates. If
settlement of a Stock Appreciation Right, or portion thereof, is to be made in
the form of Stock, the number of shares of Stock to be distributed shall be the
largest whole number obtained by dividing the cash sum otherwise distributable
in respect of such settlement by the Fair Market Value of a share of Stock on
the date of exercise of the Stock Appreciation Right. The value of fractional
shares shall be paid in cash.


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         (e) Effect of Exercise of Right or Related Option. If the related
Non-Qualified Stock Option is exercised in whole or in part, then the Stock
Appreciation Right with respect to the Stock purchased pursuant to such exercise
(but not with respect to any unpurchased Stock) shall be terminated as of the
date of exercise if such Stock Appreciation Right is not exercised on such date.

         (f) Non-transferability. A Stock Appreciation Right shall not be
transferable or assignable by the Grantee other than by will or the laws of
descent and distribution, and shall be exercisable during the Grantee's lifetime
only by the Grantee.

         (g) Termination of Employment. If the Grantee ceases to be an Employee,
Director or Consultant of the Corporation for any reason, each outstanding Stock
Appreciation Right shall be exercisable for such period and to such extent as
the related Non-Qualified Stock Option or portion thereof.

                               IV. RELOAD OPTIONS

      1. Grant of Reload Options.

         (a) Employees, Directors and Consultants shall be eligible to receive
Reload Options under the Plan.

         (b) Concurrently with the award of Incentive Stock Options or
Non-Qualified Stock Options, the Committee may grant Reload Options to purchase
Stock. The number of Reload Options shall, at the discretion of the Committee,
equal the number of shares of Stock used to exercise the Incentive Stock Options
or Non-Qualified Stock Options and the number of shares of Stock used to satisfy
any tax withholding requirement applicable to the exercise of the underlying
Stock Options.

         (c) The grant of a Reload Option shall become effective upon the
exercise of the underlying Incentive Stock Options or Non-Qualified Stock
Options.

         (d) Reload Options are not intended to qualify as incentive stock
options pursuant to Section 422 of the Code.

         (e) The purchase price of each share of Stock subject to a Reload
Option shall be the Fair Market Value of a share of the Stock on the date the
Reload Option becomes effective.

         (f) The term of a Reload Option shall be equal to the remaining term of
the underlying Incentive Stock Option or Non-Qualified Stock Option.

         (g) The terms and conditions of a Reload Option shall be same as the
underlying Incentive Stock Option or Non-Qualified Stock Option.


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      2. Exercise of Reload Options. The option price of a Reload Option shall
be payable on exercise of the Stock Option (i) in cash or by check, bank draft
or postal or express money order, (ii)by the surrender of Stock then owned by
the Grantee, or (iii) partially in accordance with clause (i) and partially in
accordance with clause (ii) of this Paragraph. Shares of Stock so surrendered in
accordance with clause (ii) or (iii) shall be valued at the Fair Market Value
thereof on the date of exercise, surrender of such to be evidenced by delivery
of the certificate(s) representing such shares in such manner, and endorsed in
such form, or accompanied by stock powers endorsed in such form, as the
Committee may determine.

      3. Termination of Relationship.

         (a) If a Grantee's employment with the Corporation is terminated, a
Director Grantee ceases to be a Director, or a Consultant Grantee ceases to be a
Consultant other than by reason of Disability or death, the terms of any then
outstanding Reload Option held by the Grantee shall extend for a period ending
on the earlier of the date established by the Committee at the time of grant or
three months after the Grantee's last date of employment or cessation of being a
Director or Consultant, and such Stock Option shall be exercisable to the extent
it was exercisable as of the date of termination of employment or cessation of
being a Director or Consultant.

         (b) If a Grantee's employment is terminated by reason of Disability, a
Director Grantee ceases to be a Director by reason of Disability or a Consultant
Grantee ceases to be a Consultant by reason of Disability, the term of any then
outstanding Non-Qualified Stock Option held by the Grantee shall extend for a
period ending on the earlier of the date on which such Stock Option would
otherwise expire or twelve months after the Grantee's last date of employment or
cessation of being a Director or Consultant, and such Stock Option shall be
exercisable to the extent it was exercisable as of such last date of employment
or cessation of being a Director or Consultant.

         (c) If a Grantee's employment is terminated by reason of death, a
Director Grantee ceases to be a Director by reason of death or a Consultant
Grantee ceases to be a Consultant by reason of death, the representative of his
estate or beneficiaries thereof to whom the Stock Option has been transferred
shall have the right during the period ending on the earlier of the date on
which such Stock Option would otherwise expire or twelve months following his
death to exercise any then outstanding Non-Qualified Stock Options in whole or
in part. If a Grantee dies without having fully exercised any then outstanding
Non-Qualified Stock Options, the representative of his estate or beneficiaries
thereof to whom the Stock Option has been transferred shall have the right to
exercise such Stock Options in whole or in part.

                           V. RESTRICTED STOCK AWARDS

      1. Grant of Restricted Stock.

         (a) Employees, Directors and Consultants shall be eligible to receive
grants of Restricted Stock under the Plan.


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         (b) The Committee shall determine and designate from time to time those
Employees, Directors and Consultants who are to be granted Restricted Stock and
the number of shares of Stock subject to such Stock Award.

         (c) The Committee, in its sole discretion, shall make such terms and
conditions applicable to the grant of Restricted Stock as may appear generally
acceptable or desirable to the Committee.

      2. Termination of Relationship.

         (a) If a Grantee's employment with the Corporation, a Director Grantee
ceases to be a Director, or a Consultant Grantee ceases to be a Consultant,
prior to the lapse of any restrictions applicable to the Restricted Stock such
Stock shall be forfeited and the Grantee shall return the certificates
representing such Stock to the Corporation.

         (b) If the restrictions applicable to a grant of Restricted Stock shall
lapse, the Grantee shall hold such Stock free and clear of all such restrictions
except as otherwise provided in the Plan.

                          VI. UNRESTRICTED STOCK AWARDS

      1. Grant of Unrestricted Stock.

         (a) Employees, Directors and Consultants shall be eligible to receive
grants of Unrestricted Stock under the Plan.

         (b) The Committee shall determine and designate from time to time those
Employees, Directors and Consultants who are to be granted Unrestricted Stock
and number of shares of Stock subject to such Stock Award.

      2. Issuance of Stock. The Grantee shall hold Stock issued pursuant to an
Unrestricted Stock award free and clear of all restrictions except as otherwise
provided in the Plan.

                             VII. PERFORMANCE SHARES

      1. Grant of Performance Shares.

         (a) Employees, Directors and Consultants shall be eligible to receive
grants of Performance Shares under the Plan.

         (b) The Committee shall determine and designate from time to time those
Employees, Directors and Consultants who are to be granted Performance Shares
and the number of shares of Stock subject to such Stock Award.


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         (c) The Committee, in its sole discretion, shall make such terms and
conditions applicable to the grant of Performance Shares as may appear generally
acceptable or desirable to the Committee.

      2. Issuance of Stock. Upon the satisfaction of the terms and conditions
applicable to the Performance Shares, the Grantee shall hold Stock issued
pursuant to the Performance Share award free and clear of all restrictions
except as otherwise provided in the Plan.

                            VIII. GENERAL PROVISIONS

      1. Substitution of Options. In the event of a corporate merger or
consolidation, or the acquisition by the Corporation of property or stock of an
acquired corporation or any reorganization or other transaction qualifying under
Section 424 of the Code, the Committee may, in accordance with the provisions of
that Section, substitute Stock Options, Stock Awards and Stock Appreciation
Rights under this Plan for Stock Options, Stock Awards and Stock Appreciation
Rights under the plan of the acquired corporation provided (i) the excess of the
aggregate fair market value of the shares of Stock subject to Stock Option
immediately after the substitution over the aggregate option price of such Stock
is not more than the similar excess immediately before such substitution and
(ii)the new Stock Option does not give the Grantee additional benefits,
including any extension of the exercise period

      2. Adjustment Provisions.

         (a) In the event that a dividend shall be declared upon the Stock
payable in shares of the Corporation's common stock, the number of shares of
Stock then subject to any Stock Option or Stock Award outstanding under the Plan
and the number of shares reserved for the grant of Stock Options or Stock Awards
pursuant to the Plan shall be adjusted by adding to each such share the number
of shares which would be distributable in respect thereof if such shares had
been outstanding on the date fixed for determining the shareholders of the
Corporation entitled to receive such share dividend.

         (b) If the shares of Stock outstanding are changed into or exchanged
for a different number or class or other securities of the Corporation or of
another corporation, whether through split-up, merger, consolidation,
reorganization, reclassification or recapitalization then there shall be
substituted for each share of Stock subject to any such Stock Option or Stock
Award and for each share of Stock reserved for the grant of Stock Options or
Stock Awards pursuant to the Plan the number and kind of shares or other
securities into which each outstanding share of Stock shall have been so changed
or for which each share shall have been exchanged.

         (c) In the event there shall be any change, other than as specified
above in this Section 2, in the number or kind of outstanding shares of Stock or
of any shares or other securities into which such shares shall have been changed
or for which they shall have been exchanged, then if the Board shall, in its
sole discretion, determine that such change equitably requires an adjustment in
the number or kind of shares theretofore reserved for the grant of Stock Options
or Stock Awards


OMEGA ORTHODONTICS INCENTIVE STOCK PLAN  - PAGE 12
<PAGE>   13

pursuant to the Plan and of the shares then subject to Stock Options or Stock
Awards, such adjustment shall be made by the Board and shall be effective and
binding for all purposes of the Plan and of each Stock Option and Stock Award
outstanding thereunder.

         (d) Each Stock Appreciation Right outstanding at the time of any
adjustment pursuant to this Section 2 and the number of outstanding Stock
Appreciation Rights, shall be adjusted, changed or exchanged in the same manner
as related Stock Options.

         (e) In the case of any such substitution or adjustment as provided for
in this Section 2, the option price set forth in each outstanding Stock Option
for each share covered thereby prior to such substitution or adjustment will be
the option price for all shares or other securities which shall have been
substituted for such share or to which such share shall have been adjusted
pursuant to this Section 2, and the price per share shall be adjusted
accordingly.

         (f) No adjustment or substitution provided for in this Section 2 shall
require the Corporation to sell a fractional share, and the total substitution
or adjustment with respect to each outstanding Stock Option shall be limited
accordingly.

         (g) Upon any adjustment made pursuant to this Section 2 the Corporation
will, upon request, deliver to the Grantee a certificate setting forth the
option price thereafter in effect and the number and kind of shares or other
securities thereafter purchasable on the exercise of such Stock Option.

      3. General.

         (a) Each Stock Option, Stock Award and Stock Appreciation Right shall
be evidenced by a written instrument containing such terms and conditions, not
inconsistent with this Plan, as the Committee shall approve.

         (b) The granting of a Stock Option, Stock Award or Stock Appreciation
Right in any year shall not give the Grantee any right to similar grants in
future years or any right to be retained in the employ of the Corporation, and
all Employees shall remain subject to discharge to the same extent as if the
Plan were not in effect.

         (c) No Employee, Director or Consultant and no beneficiary or other
person claiming under or through him, shall have any right, title or interest by
reason of any Stock Option or any Stock Award to any particular assets of the
Corporation, or any shares of Stock allocated or reserved for the purposes of
the Plan or subject to any Stock Option or any Stock Award except as set forth
herein. The Corporation shall not be required to establish any fund or make any
other segregation of assets to assure the payment of any Stock Option or Stock
Award.

         (d) No right under the Plan shall be subject to anticipation, sale,
assignment, pledge, encumbrance, or charge except by will or the laws of descent
and distribution, and a Stock Option shall be exercisable during the Grantee's
lifetime only by the Grantee or his conservator.


OMEGA ORTHODONTICS INCENTIVE STOCK PLAN - PAGE 13
<PAGE>   14
         (e) Notwithstanding any other provision of this Plan or agreements made
pursuant thereto, the Corporation's obligation to issue or deliver any
certificate or certificates for shares of Stock under a Stock Option or Stock
Award, and the transferability of Stock acquired by exercise of a Stock Option
or grant of a Stock Award, shall be subject to all of the following conditions:

             (i) Any registration or other qualification of such shares under
any state or federal law or regulation, or the maintaining in effect of any such
registration or other qualification which the Board shall, in its absolute
discretion upon the advice of counsel, deem necessary or advisable; and

             (ii) The obtaining of any other consent, approval, or permit from
any state or federal governmental agency which the Board shall, in its absolute
discretion upon the advice of counsel, determine to be necessary or advisable.

         (f) All payments to Grantees or to their legal representatives shall be
subject to any applicable tax, community property, or other statutes or
regulations of the United States or of any state having jurisdiction thereof.
The Grantee may be required to pay to the Corporation the amount of any
withholding taxes which the Corporation is required to withhold with respect to
a Stock Option or its exercise or a Stock Award. In the event that such payment
is not made when due, the Corporation shall have the right to deduct, to the
extent permitted by law, from any payment of any kind otherwise due to such
person all or part of the amount required to be withheld.

         (g) In the case of a grant of a Stock Option or Stock Award to any
Employee of a subsidiary of the Corporation, the Corporation may, if the
Committee so directs, issue or transfer the shares, if any, covered by the Stock
Option or Stock Award to the subsidiary, for such lawful consideration as the
Committee may specify, upon the condition or understanding that the subsidiary
will transfer the shares to the Employee in accordance with the terms of the
Stock Option or Stock Award specified by the Committee pursuant to the
provisions of the Plan. For purposes of this Section, a subsidiary shall mean
any subsidiary corporation of the Corporation as defined in Section 424 of the
Code.

         (h) A Grantee entitled to Stock as a result of the exercise of a Stock
Option or grant of a Stock Award shall not be deemed for any purpose to be, or
have rights as, a shareholder of the Corporation by virtue of such exercise,
except to the extent a stock certificate is issued therefor and then only from
the date such certificate is issued. No adjustments shall be made for dividends
or distributions or other rights for which the record date is prior to the date
such stock certificate is issued. The Corporation shall issue any stock
certificates required to be issued in connection with the exercise of a Stock
Option with reasonable promptness after such exercise.

         (i) The grant or exercise of Stock Options granted under the Plan or
the grant of a Stock Award under the Plan shall be subject to, and shall in all
respects comply with, applicable law relating to such grant or exercise, or to
the number of shares of Stock which may be beneficially owned or held by any
Grantee.


OMEGA ORTHODONTICS INCENTIVE STOCK PLAN  - PAGE 14