PLAN AND AGREEMENT OF MERGER


     This PLAN AND  AGREEMENT OF MERGER (this "Plan and Agreement of Merger") is
made as of the 15th day of February,  1991, by and between DENTMART GROUP, INC.,
a Colorado corporation (the "Subsidiary Corporation"), and DENTMART GROUP, INC.,
a Delaware corporation (the "Parent Corporation").


     WHEREAS,  it is in the best interests of the Parent Corporation to effect a
change of domicile  from  Delaware to  Colorado,  for the reason that a Colorado
corporation  is loss costly to maintain than a Delaware  corporation  due to the
more favorable tax treatment afforded to corporations under Colorado law; and


     WHEREAS,  the Subsidiary  Corporation was formed for the express purpose of
effecting said change of domicile from Delaware to Colorado; and


     WHEREAS,  the Parent  Corporation is authorized to issue 50,000,000  (fifty
million) shares of Common Stock,  par value $.001 per share, of which 45 million
shares are issued and outstanding as of the date hereof; and


     WREREAS,  the  Subsidiary  Corporation  is authorized  to issue  25,000,000
(twenty-five million) shares of Common Stock, par value $.0l per share, of which
100 (one hundred) shares are issued and outstanding as of the date hereof; and


     WHEREAS,  the Parent  Corporation  owns all 100 (one hundred) shares of the
issued and outstanding stock of the Subsidiary Corporation.


     NOW,  THEREFORE,  in consideration of the mutual covenants  hereinafter set
forth, it is agreed as follows:

     1. MERGER. Upon the terms set forth herein, the Parent Corporation shall be
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merged with and into the Subsidiary Corporation,  and the subsidiary Corporation
shall be the surviving  corporation pursuant to the terms and provisions of this
Plan and  Agreement  of  Merger  in  accordance  with  the laws of the  State of
Delaware and the State of Colorado,  The  Certificate  of  Incorporation  of the
Subsidiary  Corporation shall continue in effect and shall be its Certificate of
Incorporation.

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     2.  SURVIVING  CORPORATION  TO SUCCEED TO  PROPERTIES  AND  OBLIGATIONS  OF
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CONSTITUENT CORPORATIONS.  Upon the effective date of the merger as set forth in
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Article  5 below,  the  Parent  Corporation  shall be  merged  with and into the
subsidiary  Corporation,  the separate existence of the Parent Corporation shall
cease  and  the  Subsidiary  Corporation  shall  continue  in  existence  as the
surviving corporation; whereupon, without further act or deed, all the property,
real,  personal and mixed,  and  franchises  of the Parent  Corporation  and the
Subsidiary Corporation, and all debts due on whatever account of either of them,
including  choses in  action  belonging  to  either of them,  shall be taken and
deemed to be  transferred  to and  vested  in the  Subsidiary  Corporation.  The
Subsidiary  Corporation  shall henceforth be responsible for all the liabilities
and obligations for the Parent Corporation and the Subsidiary  Corporation,  but
the liabilities of the Parent  Corporation and the Subsidiary  Corporation shall
not be  affected,  nor shall the rights of  creditors  thereof or of any persons
dealing  with  such  corporations,  or any  liens  upon  the  property  of  such
corporations,  be impaired by the merger,  and any  existing  claim of either at
such  corporations  nay be prosecuted to judgment as if the merger had not taken
place, or the Subsidiary  Corporation may be proceeded against or substituted in
its place.

     3. FURTHER  ACTIONS.  If any time the Parent  Corporation or the subsidiary
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Corporation  shall  consider  or  be  advised  that  any  further   assignments,
conveyances  or  assurances  in law are  necessary or desirable to carry out the
provisions  hereof,  the proper officers and directors of the Parent Corporation
and the  Subsidiary  Corporation  shall  execute  and deliver any and all proper
deeds,  assignments and assurances in law, and do all things necessary or proper
to carry out the provisions hereof.

     4. CONVERSION OF STOCK. On the effective date of the merger as set forth in
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Article  5 below,  all of the  issued  and  outstanding  shares  of stock of the
Subsidiary  Corporation  held in the  name of the  Parent  Corporation  shall be
canceled,  and the issued and outstanding  Common Stock, par value $.OO1, of the
Parent  Corporation  shall be converted  into shares of Common Stock,  par value
$.01, of the subsidiary  Corporation as follows:  each holder of Common Stock of
the Parent  Corporation  shall be  entitled to receive  one-tenth  (1/10th) of a
share of the Common Stock,  par value $.01, of the  Subsidiary  Corporation  for
each share of Common Stock, par value $.001, so held in the Parent  Corporation.
Certificates  evidencing  the number of shares of stock held by a shareholder in
the  subsidiary  Corporation  shall be  delivered as soon as  practicable  after
surrender by such  shareholder  of  certificates  evidencing all shares of stock
held in the Parent Corporation.

     5. EFFECTIVE  DATE. This Plan and Agreement of Merger and the merger herein
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provided for shall  become  effective  and the separate  existence of the Parent
Corporation, except insofar as it

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may be  deemed  continued  by  statute,  shall  cease  as soon as this  Plan and
Agreement of Merger shall have been adopted,  approved signed,  and acknowledged
in  accordance  with the laws of the State of Delaware and the State of Colorado
and  certificates  of its  adoption  and  approval  shall have been  executed in
accordance with such laws; and this Plan and Agreement of Merger shall have been
filed in the office of the  Secretary  of State of the State of Delaware  and in
the office of the Secretary of State of the State of Colorado.

     6. BOARD OF DIRECTORS  AND OFFICERS.  On the effective  date of the merger,
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the officers  and members of the Board of  Directors  of the Parent  Corporation
shall  resign,  and the  officers  and members of the Board of  Directors of the
Subsidiary Corporation shall continue in office. The officers and members of the
Board of Directors of the Subsidiary  Corporation,  and the respective positions
which they hold, shall not be changed or in any way affected by the merger.

     7. SERVICE OF PROCESS.  The  Subsidiary  Corporation  agrees that it may be
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served with process in the State of Delaware in any proceeding  for  enforcement
of any obligation of the Parent  Corporation,  as well as for enforcement of any
obligation of the Subsidiary corporation arising from the merger,  including any
suit or other  proceeding to enforce the right of any shareholders as determined
in  appraisal  proceedings  pursuant  to  Section  262 of the  Delaware  General
Corporation taw, and the Subsidiary Corporation does hereby irrevocably appoint-
the Secretary of the State of Delaware as its agent to accept service of process
in any such suit or other proceedings. A copy of such process shall be mailed by
the Secretary of state of the State of Delaware to the following address:

                      DENTMART GROUP, INC.
                      3250 Wilshire Boulevard, Suite 900
                      Los Angeles, California 90010

                      Attention: President

     8.  ABANDONMENT.  This Plan and Agreement of Merger may be abandoned by the
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mutual consent of the parties hereto, acting each by its Board of Directors,  at
any time prior to the effective date of the merger. Upon abandonment,  this Plan
and  Agreement  of Merger  shall  become  wholly void and of no effect and there
shall be no further  liability or obligation  hereunder on the part of either of
the parties hereto or its respective Board of Directors or shareholders.

     9.  COUNTERPARTS.  This Plan and Agreement of Merger may be executed in any
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number of counterparts, each of which shall constitute an original instrument.

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     IN WITNESS  WHEREOF,  the parties to this Plan and Agreement of Merger have
duly executed it on the day and year first above written.


DENTEART  GROUP,  INC                       DENTMART  GROUP,  INC.
("Subsidiary Corporation")                  ("Parent Corporation")


/S/ Patrick C. Brooks                       /S/ Patrick C. Brooks
--------------------------------            --------------------------------
Patrick C. Brooks, President                Patrick C. Brooks, President


ATTEST:                                     ATTEST:


/S/ Stephanie A. Brooks                     /S/ Stephanie A. Brooks
--------------------------------            --------------------------------
Stephanie A. Brooks, Secretary              Stephanie A. Brooks, Secretary


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