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                                                                    EXHIBIT 10.2

                                  AMENDMENT OF

                      ORTHODONTIC CENTERS OF AMERICA, INC.

               1994 INCENTIVE STOCK PLAN, AS AMENDED AND RESTATED

                                    RECITALS:


         WHEREAS, on October 10, 1994, Orthodontic Centers of America, Inc. (the
"Company") established the Orthodontic Centers of America, Inc. 1994 Incentive
Stock Plan (the "Plan") through which the Company may award options to purchase
shares of the common stock of the Company ("Stock"), and restricted shares of
Stock, to directors, officers, employees and consultants of the Company and its
affiliates;

         WHEREAS, the Plan was subsequently amended and restated effective April
10, 2002;

         WHEREAS, substantially all of the shares of Stock initially authorized
for issuance under the Plan have been issued or are subject to options granted
and outstanding under the Plan, and the Company desires to continue to utilize
the Plan to provide meaningful performance incentives to directors, officers,
employees and consultants of the Company and its affiliates;

         WHEREAS, the Company deems it appropriate and desirable to amend the
Plan to, among other things, authorize an additional 1,000,000 shares of Stock
for issuance under the Plan pursuant to awards and permit the Compensation
Committee of the Company's Board of Directors to delegate certain authority to
the chief executive officer of the Company to grant stock and stock option
awards under the Plan to certain employees of the Company; and

         WHEREAS, Section 10.6 of the Plan authorizes the Board of Directors of
the Company to amend the Plan, subject to stockholder approval in certain
circumstances, and the Company intends to seek stockholder approval of this
amendment to the Plan;

         NOW, THEREFORE, pursuant to resolutions adopted by the Board of
Directors of the Company, the Plan is hereby amended as described herein,
effective as of the date the stockholders of the Company approve this Amendment:

1. Authority Of Committee and Chief Executive Officer to Grant Awards. Section
3.2 of the Plan is amended and restated as follows:

                  3.2 Authority to Grant Awards.

                  (a) The Committee shall have authority to grant Awards upon
         such terms the Committee deems appropriate and that are not
         inconsistent with the provisions of this Plan. Such terms may include
         conditions on the exercise of all or any part of an Option.

                  (b) In addition, the Committee may from time to time by
         written authorization delegate authority to the chief executive officer
         of the Company to grant Options to one or more officers, employees,
         consultants or advisors of the Company (other than directors or
         executive officers of the Company or its Affiliates or officers thereof
         subject to the reporting requirements under Section 16(a) of the
         Exchange Act) selected by the chief executive officer, in such
         individual amount of Options as the chief executive officer deems
         appropriate, in each case subject to and consistent with this Plan;



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         provided, that each such written authorization by the Committee shall
         specify the maximum aggregate number of shares of Stock to which such
         Options may be so granted by the chief executive officer, the vesting
         schedule for each such Option and the exercise price for each such
         Option (or the formula or method for determining such exercise price).

2. Increase In Maximum Number of Shares. Section 5.2 of the Plan is amended and
restated as follows:

                  5.2 Maximum Number of Shares. The maximum aggregate number of
         shares of Stock that may be issued pursuant to the Plan is increased by
         1,000,000 shares to a total of 4,400,000 shares of Stock, subject to
         increases and adjustments as provided in Article VIII. However, no more
         than 500,000 of those shares may be used for purposes of issuing
         Restricted Stock or made subject to Options with an exercise price
         lower than Fair Market Value on the date of grant.

3. Payment For Shares. Section 7.2 of the Plan is amended and restated as
follows:

                  7.2 Payment. Except as otherwise provided by the Agreement,
         payment of the Option price shall be made in cash, actual or
         constructive delivery of Stock that was acquired at least six months
         prior to the exercise of the Option, other consideration acceptable to
         the Committee, or a combination thereof; provided, however, that a form
         of payment other than cash is only acceptable to the extent that the
         same is expressly approved in writing by the Committee. Payment of the
         exercise price shall include amounts required for tax withholdings, as
         described in Section 7.3, in cash, unless the Committee consents to
         alternate arrangements for withholdings.

4. No Other Changes. Except as set forth in this Amendment, the terms and
conditions of the Plan shall remain in place and shall not be altered or
amended, except by any further amendment to the Plan made in accordance with the
terms of the Plan.

5. Headings. Headings to sections hereof are used solely as a convenience to
facilitate reference.

6. 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 this Amendment, to the extent that federal law does not apply.


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         IN WITNESS WHEREOF, the undersigned officer has executed this Amendment
to the Plan on this 18th day of April, 2003, but to be effective on the date
that it was approved by the stockholders of the Company.


                                       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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