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                                                                    EXHIBIT 10.5

                      ORTHODONTIC CENTERS OF AMERICA, INC.

                     ORTHALLIANCE STOCKHOLDER VALUE PROGRAM




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                      ORTHODONTIC CENTERS OF AMERICA, INC.
                     ORTHALLIANCE STOCKHOLDER VALUE PROGRAM

                                    PREAMBLE

         WHEREAS, Orthodontic Centers of America, Inc., a Delaware corporation
("OCA"), OCA Acquisition Corporation, a Delaware corporation and wholly-owned
subsidiary of OCA ("OCA Merger Sub"), and OrthAlliance, Inc., a Delaware
corporation ("OrthAlliance"), are parties to that certain Agreement and Plan of
Merger, dated as of May 16, 2001 (the "Merger Agreement"), among such parties,
pursuant to which OCA Merger Sub is to merge with and into OrthAlliance, with
OrthAlliance thereby becoming a wholly-owned subsidiary of OCA (the "Merger"),
subject to various conditions; and

         WHEREAS, OCA desires to establish a program through which OCA may grant
shares of its common stock, $.01 par value per share ("OCA Common Stock"), to
certain eligible individuals (each such eligible individual, a "Participant")
who are OrthAlliance Stock Recipients (as defined below) and who (i) execute and
deliver an Addendum to OrthAlliance Service/Consulting Agreement (as defined
below) by no later than December 31, 2001, or (ii) have executed and delivered
the Amendments and/or an OCA Business Services Agreement (each as defined below)
by September 30, 2001, subject in each case to the terms described herein and
completion of the Merger;

         NOW, THEREFORE, OCA hereby establishes the Orthodontic Centers of
America, Inc. OrthAlliance Stockholder Value Program (the "Program").

                             ARTICLE I. ELIGIBILITY

         In order for any person to be eligible to be a Participant in the
Program, or to be granted shares of OCA Common Stock under the Program or any
Participation Agreement (as defined below), he or she must meet or comply with
each of the following:

1.1 Must Be An OrthAlliance Affiliated Practitioner. In order to be a
Participant in the Program and to be issued any shares of OCA Common Stock under
or pursuant to the Program or any Participation Agreement, a person must be a
licensed orthodontist or pediatric dentist who both (i) owns, beneficially and
of record, shares of capital stock of, or partnership, membership or other
equity interests in, a professional corporation or other professional entity
(each, an "OrthAlliance Affiliated PC") that is a party to a written long-term
service, management service, consulting or similar long-term agreement with
OrthAlliance and/or a subsidiary thereof pursuant to which OrthAlliance and/or
its subsidiary is providing business management or consulting services for such
Participant's orthodontic or pediatric dental practice in exchange for a
consulting or service fee (each an "OrthAlliance Service/Consulting Agreement"),
and (ii) is a full-time employee as an orthodontist or pediatric dentist, as
applicable, of such OrthAlliance Affiliated PC (each such person, an
"OrthAlliance Affiliated Practitioner"). Each Participant must also be a party
to a written employment agreement (each, an "Employment Agreement") with his or
her respective OrthAlliance Affiliated PC, pursuant to which such Participant
provides orthodontic or pediatric dental services as a full-time employee of
such OrthAlliance Affiliated PC.

1.2 Must Either (A) Enter Into Addendum to Service/Consulting Agreement By
December 31, 2001, or (B) Have Entered Into Amendments to Employment Agreement
and Service/Consulting Agreement and/or New OCA Business Services Agreement By
September 30, 2001. In order to be a Participant in the Program and to be issued
any shares of OCA Common Stock under or pursuant to the Program or any
Participation Agreement, an OrthAlliance Affiliated Practitioner must also,
along with his or her respective OrthAlliance Affiliated PC, (i) execute and
deliver their respective






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Addendum to OrthAlliance Service/Consulting Agreement by no later than December
31, 2001, or (ii) have executed and delivered the Amendments and/or OCA Business
Services Agreement by September 30, 2001. In addition, if such OrthAlliance
Affiliated PC is partially owned by one or more other OrthAlliance Affiliated
Practitioners, then each of such other OrthAlliance Affiliated Practitioners
must also (i) execute and deliver their respective Addendum to OrthAlliance
Service/Consulting Agreement no later than December 31, 2001, or (ii) have
executed and delivered the Amendments and/or OCA Business Services Agreement, as
applicable, by September 30, 2001.

         For purposes of the Program:

         "Addendum to OrthAlliance Service/Consulting Agreement" means a written
addendum to the respective OrthAlliance Service/Consulting Agreement relating to
the OrthAlliance Affiliated Practitioner's OrthAlliance Affiliated Practice and
the applicable OrthAlliance Affiliated PC employing the OrthAlliance Affiliated
Practitioner, in form and substance satisfactory to OCA and its counsel, which
addendum shall be in full force and effect upon and following the effective time
of the Merger, and provide for an agreement by such OrthAlliance Affiliated
Practitioner and OrthAlliance Affiliated PC to utilize only OCA's and its
subsidiaries' proprietary computer software and operating systems in connection
with patient accounting and scheduling, payroll, supplies ordering and other
business functions of such OrthAlliance Affiliated Practice.

         "Amendments" means an Amendment to Employment Agreement (as defined
below) and an Amendment to OrthAlliance Service/Consulting Agreement (as defined
below).

         "Amendment to Employment Agreement" shall mean a written amendment to
the OrthAlliance Affiliated Practitioner 's respective Employment Agreement, in
form and substance satisfactory to OCA and its counsel, which amendment shall be
in full force and effect upon and following the effective time of the Merger,
include OrthAlliance as a third party beneficiary and provide for an agreement
by such OrthAlliance Affiliated Practitioner and the applicable OrthAlliance
Affiliated PC to continue the employment of such OrthAlliance Affiliated
Practitioner by such OrthAlliance Affiliated PC as an orthodontist or pediatric
dentist, as applicable, for a period of at least three years following the
closing date of the Merger.

         "Amendment to OrthAlliance Service/Consulting Agreement" means a
written amendment to the respective OrthAlliance Service/Consulting Agreement
relating to the OrthAlliance Affiliated Practitioner's OrthAlliance Affiliated
Practice and the applicable OrthAlliance Affiliated PC employing the
OrthAlliance Affiliated Practitioner, in form and substance satisfactory to OCA
and its counsel, which amendments shall be in full force and effect upon and
following the effective time of the Merger, and provide for (A) an agreement by
such OrthAlliance Affiliated Practitioner and OrthAlliance Affiliated PC to
continue the employment of such OrthAlliance Affiliated Practitioner by such
OrthAlliance Affiliated PC as an orthodontist or pediatric dentist, as
applicable, for a period of at least three years following the closing date of
the Merger, (B) an agreement by such OrthAlliance Affiliated Practitioner to
guarantee, during the term of his or her employment by such OrthAlliance
Affiliated PC, the payment of service, consulting and other fees and amounts,
reimbursement of center expenses and other performance by such OrthAlliance
Affiliated PC under such OrthAlliance Service/Consulting Agreement, and (C) an
agreement by such OrthAlliance Affiliated Practitioner and OrthAlliance
Affiliated PC to utilize only OCA's and its subsidiaries' proprietary computer
software and operating systems in connection with patient accounting and
scheduling, payroll, supplies ordering and other business functions of such
OrthAlliance Affiliated Practice, and to maintain the current status of such
OrthAlliance Affiliated Practice's advertising or non-advertising, as the case
may be, to the general public, unless otherwise mutually agreed in writing
between OCA or its subsidiary and such OrthAlliance Affiliated PC.

         "OCA Business Services Agreement" means a written long-term business
services agreement among the OrthAlliance Affiliated Practitioner, his or her
respective OrthAlliance Affiliated PC and OrthAlliance (or a subsidiary of OCA),
in form and substance satisfactory to OCA and its counsel and







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based on OCA's form of such agreement (including, without limitation, the
service fee, restrictive covenant and termination provisions thereof), which
agreement shall be in full force and effect upon and following the effective
time of the Merger, and pursuant to which OCA and/or its subsidiary will provide
business management or consulting services for such OrthAlliance Affiliated
Practitioner's orthodontic or pediatric dental practice in exchange for a
consulting or service fee.

         "OrthAlliance Affiliated Practice" means an orthodontic or pediatric
dental practice that is owned by the OrthAlliance Affiliated Practitioner or his
or her respective OrthAlliance Affiliated PC, and is the subject of an
OrthAlliance Service/Consulting Agreement.

1.3 No Litigation, Notice of Termination or Non-Compliance. An OrthAlliance
Affiliated Practitioner may not be a Participant in the Program, and will not be
issued any shares of OCA Common Stock under or pursuant to the Program or any
Participation Agreement, if:

         (a) Such OrthAlliance Affiliated Practitioner and/or his or her
OrthAlliance Affiliated PC is a party to or has threatened any litigation or
other legal proceedings against or involving OrthAlliance, OCA or their
subsidiaries. If any such litigation or legal proceedings has been commenced or
threatened, such OrthAlliance Affiliated Practitioner may become a Participant
only if the same has been dismissed with prejudice or fully withdrawn in a
manner acceptable to OCA;

         (b) Such OrthAlliance Affiliated Practitioner and/or his or her
OrthAlliance Affiliated PC has threatened or given notice of termination or
intention to terminate their respective OrthAlliance Service/Consulting
Agreement. If any such notice has been threatened or given, such OrthAlliance
Affiliated Practitioner may become a Participant only if the same has been fully
withdrawn in a manner acceptable to OCA;

         (c) Such OrthAlliance Affiliated Practitioner and/or his or her
OrthAlliance Affiliated PC is in default or breach of, or is not in compliance
with, their obligation to pay service or consulting fees under the applicable
OrthAlliance Service/Consulting Agreement; and/or

         (d) Such OrthAlliance Affiliated Practitioner and/or his or her
OrthAlliance Affiliated PC is a party with OrthAlliance or a subsidiary thereof
to any practice improvement performance guarantee agreement or comparable
agreement, pursuant to which service or consulting fees payable under an
OrthAlliance Service/Consulting Agreement may be abated or deferred based upon
profitability of the applicable OrthAlliance Affiliated Practice and the value
of consideration paid to such OrthAlliance Affiliated Professional and/or his or
her OrthAlliance Affiliated PC upon OrthAlliance's or its subsidiary' s
acquisition of stock or assets therefrom, or entering into of an OrthAlliance
Service/Consulting Agreement therewith.

1.4 Must Execute Participation Agreement. In order to be a Participant in the
Program and to be issued shares of OCA Common Stock under or pursuant to the
Program or any Participation Agreement, an OrthAlliance Affiliated Practitioner
must execute and deliver to OCA, and OCA must have executed and delivered to
such OrthAlliance Affiliated Practitioner, a written participation agreement
with OCA (each, a "Participation Agreement"), which Participation Agreement
shall be in form and substance satisfactory to OCA and its counsel and in full
force and effect upon and following the effective time of the Merger, and shall
provide for such OrthAlliance Affiliated Practitioner's participation in the
Program subject to each of the terms and conditions set forth herein and in such
Participation Agreement.

1.5 At least 50% of Affiliation Consideration In OrthAlliance Stock. In order to
be a Participant in the Program and to be issued by any shares of OCA Common
Stock under or pursuant to the Program or any Participation Agreement, the
OrthAlliance Affiliated Practitioner must have been issued shares of
OrthAlliance common stock by OrthAlliance or its subsidiary as all or a portion
of such person's OrthAlliance Affiliation Consideration (as defined below), and
such shares of OrthAlliance common stock must have totaled at least 50% of the
total amount of OrthAlliance Affiliation Consideration paid to







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such person by OrthAlliance or its subsidiary, based upon an assumed price of
$5.30 per share of OrthAlliance common stock (each, an "OrthAlliance Stock
Recipient").

         For purposes of the Program, "OrthAlliance Affiliation Consideration"
means the amount of cash, OrthAlliance common stock and principal amount of
promissory notes paid to the particular OrthAlliance Affiliated Practitioner as
consideration for originally entering into their respective OrthAlliance
Service/Consulting Agreement or in respect of a related sale of assets or
capital stock to OrthAlliance or its subsidiary in connection with the entering
into of such OrthAlliance Service/Consulting Agreement (excluding any
consideration or other payments in respect of any amendment, extension or
supplement to such OrthAlliance Service/Consulting Agreement).

1.6 Conditioned on Completion of the Merger. Participation in the Program, and
the issuance of any shares of OCA Common Stock or other awards under or pursuant
to the Program or any Participation Agreement, is expressly conditioned upon
completion of the Merger pursuant to the Merger Agreement. If the Merger
Agreement is voided or terminated (other than upon completion of the Merger),
OCA will thereupon and thereafter have no further obligations under the Program
or any Participation Agreement or otherwise with respect to the Program, any
Participation Agreement and any participation or awards thereunder, and any and
all awards under and participation in the Program shall thereupon automatically
terminate without any obligation or liability on the part of OCA or Affiliate
(as defined below) thereof.

                            ARTICLE II. STOCK AWARDS

         Participants in the Program are eligible to receive shares of OCA
Common Stock under the Program under Section 2.1, subject to the terms and
conditions of the Program, as follows:

2.1 Number of Shares Per Participant. Each eligible Participant will be awarded
a number of shares of OCA Common Stock under, and subject to the terms and
conditions of, the Program, equal to the sum of the following:

         (a) Base Number of Shares. 2,000 shares of OCA Common Stock;

         PLUS,

         (b) Additional Shares. An additional number of shares of OCA Common
Stock equal to the result of the following (but not less than 0):

             (x) such Participant's Potential Loss of Stock Consideration (as
                 defined below),

             TIMES

             (y)  0.5,

             DIVIDED BY

             (z) $25.

If a Participant's Potential Loss of Stock Consideration is zero or less, he or
she would receive no additional shares of OCA Common Stock under this subsection
(b).

For purposes of the Program:

         "Potential Loss of Stock Consideration" means the result of:

             (x) the product of:

                 (A) 4.75,

                     TIMES

                 (B) The amount of OrthAlliance Service Fees paid by the
                     Participant or his or her OrthAlliance Affiliated PC to
                     OrthAlliance or its subsidiary with respect to the 12
                     months ended March 31, 2001, (with certain adjustments and
                     annualization as described in Section 2.4 of the Merger
                     Agreement), excluding any OrthAlliance Service fees paid
                     with respect to any OrthAlliance Affiliated Practice
                     acquired under OrthAlliance's "buy a practice" or similar
                     program or otherwise without payment of significant
                     consideration,

             MINUS

             (y) the sum of:

                 (A) the product of:

                     (i) The number of shares of OrthAlliance common stock
                         originally issued to the applicable Participant as
                         OrthAlliance Affiliation Consideration,

                     TIMES

                     (ii) $5.30,

                 PLUS

                 (B) The dollar amount of cash and principal amount of
                     promissory notes paid to such Participant as OrthAlliance
                     Affiliation Consideration.





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2.2 Timing and Conditions of Grants. Shares of OCA Common Stock awarded under
the Program shall be issuable to Participants in four annual installments, as
follows. For each Participant, one-fourth of the total number of shares of OCA
Common Stock (rounded to the nearest whole number) to be issued to such
Participant under the Program will be issued to such Participant following each
of the second, third, fourth and fifth anniversaries of the effective date of
the Merger if each of the following conditions are met and satisfied as of such
anniversary date:

         (a) The amount of service or consulting fees (excluding any amounts
reimbursed, paid, earned or accrued with respect to center expenses, operating
and non-operating expenses incurred in the operation of the applicable
OrthAlliance Affiliated Practice or other expenses) paid to OCA or its
subsidiary by the Participant and/or his or her OrthAlliance Affiliated PC
during and with respect to the 12 calendar months immediately preceding that
particular anniversary pursuant to the applicable OCA Business Services
Agreement or OrthAlliance Service/Consulting Agreement ("Service Fees") is at
least 90% (the "90% Minimum Target") of the amount of Service Fees such
Participant and/or OrthAlliance Affiliated PC paid to OrthAlliance or its
subsidiary during and with respect to the 12 calendar months immediately
preceding the Merger; however, if the 90% Minimum Target is not achieved in the
12 calendar month period immediately preceding the second, third or fourth
anniversary of the effective date of the Merger (each, an "Earlier Period), but
is achieved during the 12 calendar month period immediately preceding the third,
fourth or fifth, as applicable, anniversary of the effective date of the Merger
(each, a "Later Period"), then the installment of shares of OCA Common Stock
issuable with respect to such Earlier Period will be issued following such Later
Period;

         (b) Such OrthAlliance Affiliated Practitioner and/or his or her
OrthAlliance Affiliated PC shall not be a party to, or have threatened, any
litigation or other legal proceedings against or involving OrthAlliance, OCA or
their subsidiaries, and if any such litigation or legal proceedings has then
been commenced or threatened, the same must have been dismissed with prejudice
or fully withdrawn in a manner acceptable to OCA;

         (c) Such OrthAlliance Affiliated Practitioner and/or his or her
OrthAlliance Affiliated PC shall not have threatened or given notice of
termination or intention to terminate their respective OrthAlliance
Service/Consulting Agreement or OCA Business Services Agreement, and if any such
notice has been threatened or given, the same must have been fully withdrawn in
a manner acceptable to OCA; and

         (d) Such OrthAlliance Affiliated Practitioner and/or his or her
OrthAlliance Affiliated PC shall not be in default or breach of, or in
non-compliance with, their obligation to pay service or consulting fees under
the applicable OrthAlliance Service/Consulting Agreement or OCA Business
Services Agreement.

2.3 Only Whole Shares. Only whole shares of OCA Common Stock will be issued or
awarded under the Program; no fractional shares shall be issued.





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             ARTICLE III. ADJUSTMENT UPON CERTAIN CORPORATE CHANGES

3.1 Adjustments to Shares. The number of shares of OCA Common Stock subject to
an outstanding award of shares of OCA Common Stock granted to a Participant
under and pursuant to the Program shall be adjusted as the Committee (as defined
below) determines (in its sole discretion) to be appropriate, in the event that:

         (a) OCA or an Affiliate (as defined below) effects one or more stock
dividends, stock splits, reverse stock splits, subdivisions, consolidations or
other similar events;

         (b) OCA or an Affiliate engages in a transaction to which section 424
of the Code (as defined below) applies; or

         (c) there occurs any other event which in the judgment of the Committee
necessitates such action.

For purposes of the Program:

                  (i) "Affiliate" means a "parent corporation," as defined in
         section 424(e) of the Code, or "subsidiary corporation," as defined in
         section 424(f) of the Code, of OCA.

                  (ii) "Code" means the U.S. Internal Revenue Code of 1986, as
         amended.

3.2 No Adjustment upon Certain Transactions. The issuance by OCA of shares of
stock of any class, or securities convertible into shares of stock of any class,
for cash or property, or for labor or services rendered, either upon direct sale
or upon the exercise of rights or warrants to subscribe therefor, or upon
conversion of shares or obligations of OCA convertible into such shares or other
securities, shall not affect, and no adjustment by reason thereof shall be made
with respect to, outstanding Awards.

                     ARTICLE IV. LEGAL COMPLIANCE CONDITIONS

4.1 General. No OCA Common Stock shall be issued under the Program except in
compliance with all federal or state laws and regulations (including, without
limitation, withholding tax requirements), federal and state securities laws and
regulations and the rules of all securities exchanges or self-regulatory
organizations on which OCA's shares may be listed. OCA shall have the right to
rely on an opinion of its counsel as to such compliance. Any certificate issued
to evidence shares of OCA Common Stock granted under the Program may bear such
legends and statements as the Committee upon advice of counsel may deem
advisable to assure compliance with federal or state laws and regulations. No
OCA Common Stock shall be issued and no certificate for shares shall be
delivered until OCA has obtained such consent or approval as the Committee may
deem advisable from any regulatory bodies having jurisdiction over such matters.

4.2 Representations by Participants. As a condition to the grant of an Award or
the issuance of OCA Common Stock, OCA may require a Participant to represent and
warrant at the time of grant that the Participant does not have a present
intention to sell or distribute such shares. At the option of OCA, a stop
transfer order against any shares of stock may be placed on the official stock
books and records of OCA, and a legend indicating that the stock may not be
pledged, sold or otherwise transferred unless an opinion of counsel was provided
(concurred in by counsel for OCA) and stating that such transfer is not in
violation of any applicable law or regulation may be stamped on the stock
certificate in order to assure exemption from registration. The Committee may
also require such other action or agreement by the Participants as may from time
to time be necessary to comply with federal or state securities laws. This
provision shall not obligate OCA or any Affiliate to undertake registration of
stock hereunder.






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                     ARTICLE V. ADMINISTRATION AND AMENDMENT

5.1 Administrative Committee. The Program shall be administered by a committee
composed of the chief executive officer and chief financial officer of OCA and
any other officer of OCA appointed to such committee by the chief executive
officer of OCA (the "Committee"). The express grant in the Program of any
specific power to the Committee shall not be construed as limiting any power or
authority of the Committee. Any decision made or action taken by the Committee
to administer the Program shall be final and conclusive. No member of the
Committee shall be liable for any act done in good faith with respect to the
Program or any Participation Agreement. In addition to all other authority
vested with the Committee under the Program, the Committee shall have complete
authority to:

         (a)      Interpret all provisions of the Program;

         (b)      Prescribe the form of any Participation Agreement;

         (c)      Make amendments to all Participation Agreements;

         (d)      Adopt, amend, and rescind rules for Program administration;
                  and

         (e)      Make all determinations it deems advisable for the
                  administration of the Program.

5.2 Determination of Financial Performance. The authorities of the Committee
described in Section 5.1 include the full discretionary authority to make all
determinations regarding financial performance and related matters referenced in
the Program. Such matters include, but are not limited to, whether or not
Participants have achieved the standards of financial performance required to
receive awards of OCA Common Stock. The Committee shall make such determinations
by reference to any data and information that it deems appropriate and, to the
extent that such information that is provided by a Participant is not otherwise
subject to disclosure, shall employ reasonable measures that are designed to
keep such information confidential.

5.3 Amendment. OCA may amend or terminate the Program at any time; provided,
however, an amendment that would have a material adverse effect on the rights of
a Participant under an outstanding award is not valid with respect to such award
without the Participant's consent.

                         ARTICLE VI. GENERAL PROVISIONS

6.1 Unfunded Program. The Program shall be unfunded, and OCA shall not be
required to segregate any assets that may at any time be represented by grants
under the Program. Any liability of OCA to any person with respect to any grant
under the Program shall be based solely upon contractual obligations that may be
created hereunder. No such obligation of OCA shall be deemed to be secured by
any pledge of, or other encumbrance on, any property of OCA.

6.2 Rules of Construction. Headings are given to the articles and sections of
the Program solely as a convenience to facilitate reference. The masculine
gender when used herein refers to both masculine and feminine. The reference to
any statute, regulation or other provision of law shall be construed to refer to
any amendment to or successor of such provision of law.

6.3 Governing Law. The internal laws of the State of Louisiana (without regard
to the choice of law provisions of Louisiana) shall apply to all matters arising
under the Program, to the extent that federal law does not apply.

6.4 Federal Withholding Tax Requirements. To the extent that withholding is
required by law, at the time that any Award is granted or OCA Common Stock is
issued, the Participant shall, upon notification of the amount due, pay to OCA
amounts necessary to satisfy applicable federal, state and local withholding tax
requirements or shall otherwise make arrangements satisfactory to OCA for such
requirements.






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         IN WITNESS WHEREOF, the undersigned officer has executed this document
effective as of October 25, 2001.


                                      ORTHODONTIC CENTERS OF AMERICA, INC.



                                      By: /s/ Bartholomew F. Palmisano, Sr.
                                         --------------------------------------
                                          Bartholomew F. Palmisano, Sr.
                                          Chairman of the Board, President
                                          and Chief Executive Officer






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