EXHIBIT 2.12



                              -12-
         AGREEMENT FOR THE PURCHASE AND SALE OF ASSETS
                       (Tangible Assets)


      THIS  AGREEMENT FOR THE PURCHASE AND SALE OF ASSETS ("Asset
Purchase  Agreement") is made and entered into as of  January  7,
1998,  by  and  between  Sharon  M.  Crowder,  D.D.S.,  Inc.,   a
California  professional dental corporation, as seller ("Seller")
and  Omega  Orthodontics of Reseda, Inc., a Delaware corporation,
as buyer ("Buyer").


                            RECITALS

      This Asset Purchase Agreement is made with reference to the
following facts and circumstances:

      A.    Buyer  is  a  management corporation engaged  in  the
business  of  providing  professional  management  and  marketing
services to orthodontic practices.

      B.    Seller is a California professional corporation  that
operates  a dental practice in premises located at 19231  Victory
Blvd., Suite 557, Reseda, California 91335  (the "Practice").

      C.    Seller desires to sell to Buyer and Buyer desires  to
purchase from Seller certain assets of the Practice on the  terms
and conditions set forth in this Asset Purchase Agreement.

      NOW  THEREFORE,  in  consideration  of  the  covenants  and
conditions contained herein and for other valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the
parties hereby agree as follows:

1.   PURCHASE AND SALE OF ASSETS

      1.1.  Assets.  On  the "Closing Date" (as  defined  below),
Seller  shall  sell and assign to Buyer, and Buyer shall  acquire
from  Seller  all  of  the assets listed in Exhibits  1.1(a)  and
1.1(b)  attached  hereto ("Assets"), which  may  include  certain
specified contracts ("Assumed Contracts").

      1.2. Excluded Assets.  Excluded from the sale shall be that
portion  of the assets and properties of Seller listed in Exhibit
1.2 attached hereto ("Excluded Assets").

2.   UNASSUMED LIABILITIES

      Except  as  otherwise specifically listed  in  Exhibit  2.1
attached  hereto ("Assumed Liabilities"), it is the intention  of
the  parties  that  Buyer  will  not  assume  and  shall  not  be
responsible for any liabilities or obligations of Seller  of  any
kind or nature whatsoever and Seller agrees to forever hold Buyer
harmless  and  indemnify  Buyer  against  such  liabilities   and
obligations, all of which shall remain the obligations of  Seller
(the "Unassumed Liabilities").

3.   PURCHASE PRICE OF ASSETS

      3.1. Consideration.  Subject to the terms and conditions of
this  Asset Purchase Agreement and in full consideration  of  the
sale  and  transfer  of  the  Assets,  and  in  reliance  on  the
representations, warranties, and covenants of the parties hereto,
Buyer  shall pay Seller Twenty-Five Thousand Dollars ($25,000.00)
(the "Purchase Price").

      3.2. Purchase Price Allocation.  The parties shall agree to
the  allocation of the Purchase Price as set forth in Exhibit 3.2
attached  hereto  and shall use each allocation for  purposes  of
federal and state tax reporting.

     3.3. Payment of Purchase Price.  The Purchase Price shall be
paid as set forth in Exhibit 3.3 attached hereto.

     3.4. Fair Market Value.  The parties agree that the Purchase
Price  reflects the fair market value of the Assets  and  Assumed
Liabilities as specifically bargained for by the parties.

     3.5. Sales and Transfer Taxes.  Any sales and transfer taxes
in  respect  of  Seller's sale and transfer  of  the  Assets  and
Assumed Liabilities to Buyer shall be borne by Seller.

4.   REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLER

      Seller represents and warrants to Buyer that the statements
in this Section 4 are correct and complete as of the date of this
Agreement and will be correct and complete as of the Closing Date
(as  though  made  then  and  as though  the  Closing  Date  were
substituted  for  the  date  of this  Agreement  throughout  this
Section  4),  except as otherwise specifically set forth  in  the
disclosure schedule delivered by the Seller to Buyer on the  date
of this Agreement and as updated (to the extent necessary to make
the  statements therein correct and complete) on the Closing Date
and initialed by the parties ("Disclosure Schedule") in Exhibit 4
attached  hereto.  The Disclosure Schedule is to be  arranged  in
sections  corresponding  to the numbered  and  lettered  sections
contained in this Section 4.

      4.1.  Organization.   Seller is a  California  professional
dental  corporation, validly formed, duly existing  and  in  good
standing  under the laws of the State of California.   Seller  is
the  sole owner of the Assets and has all requisite authority  to
own,  lease, sell, assign and transfer the Assets.  There are  no
outstanding rights, warrants, convertible securities,  preemptive
rights,  buy-sell agreements, or other agreements or  commitments
obligating  Seller to sell or transfer any portion of the  Assets
or obligating Seller to take or refrain from taking any actions.

      4.2. Authorization.  Seller has the power and authority  to
enter  into  this  Asset Purchase Agreement  and  consummate  the
transactions  contemplated hereby.  All action  on  the  part  of
Seller  necessary for the authorization, execution, delivery  and
performance of this Asset Purchase Agreement and the consummation
of the transactions contemplated hereby has been or will be taken
prior  to  the  Closing Date, and this Asset  Purchase  Agreement
(including  exhibits,  schedules and  the  ancillary  agreements)
constitutes  the  legal, valid and binding obligation  of  Seller
enforceable in accordance with its terms.

     4.3. No Consent Required;  No Violation of Other Agreements.
Neither the execution of this Asset Purchase Agreement by  Seller
nor the performance by Seller of its obligations under this Asset
Purchase  Agreement,  requires the consent of  any  third  party,
which will not have been obtained and delivered to Buyer prior to
the  Closing Date.  Neither this Asset Purchase Agreement nor any
of  the  transactions contemplated hereunder  violates  or  shall
violate  any lease, contract, document, understanding,  agreement
or  instrument to which Seller is a party or by which he,  she or
it  may  be  bound,  or  any  other  lease,  contract,  document,
understanding,  agreement  or instrument  affecting  Seller,  the
Assets or the Practice.

      4.4.  No Default.  Seller is not in default under the terms
of  any  lease, contract, document, understanding,  agreement  or
instrument pertaining to the Practice, nor has any event occurred
that  shall constitute a default by Seller under any of the  same
following  the  passage of time or consummation  of  any  of  the
transactions contemplated hereunder, nor has Seller received  any
notice of any default under any of the same.  No acceleration  or
other  right to accelerate, terminate, modify, cancel,  create  a
security  interest, or otherwise change any existing  arrangement
will  be  created as a result of the consummation of any  of  the
transactions contemplated hereunder.

      4.5.  Conduct of Practice and No Material Changes.  Between
the  date  of the execution of this Asset Purchase Agreement  and
the  Closing, Seller: (i) shall use best efforts to maintain  and
preserve the Assets in good condition and repair, and to  prevent
the  imposition of any additional Liens (as defined below) on the
Assets, and (ii) shall not liquidate or dissolve Seller, take any
steps  to  do  same, or inform any third person  or  entity  that
Seller has done or intends to do the same.

      4.6.  Taxes.   There  are no delinquent  federal  or  state
corporate  income  or franchise taxes or any  federal,  state  or
local  assessments  due or owing by Seller with  respect  to  the
Practice.  Seller has timely filed or caused to be filed  on  its
own  behalf  and  on  behalf  of its employees  all  tax  returns
(federal,  state  and local) required to be filed  by  it  on  or
before  the  Closing  Date, and all taxes shown  to  be  due  and
payable  on  said returns have been paid.  There are no  actions,
suits,  proceedings, investigations, audits, claims or liens  now
pending against or related to Seller, the Practice or the  Assets
regarding any tax or assessment.

      4.7. Title to Assets.  At the Closing, Seller shall deliver
title  to  the  Assets to Buyer free and clear  of  all  security
interests,    liens,   claims,   encumbrances,   covenants    and
restrictions  of  any  nature whatsoever (collectively,  "Liens")
except as expressly described on the Disclosure Schedule.

      4.8.  Right  to  Premises; Condition of  the  Property  and
Premises.   Seller  either (i) owns in fee  simple  absolute  the
premises in which the Practice is located ("Premises");  or  (ii)
has a valid and enforceable lease for the Premises, and there are
no  unpaid  mortgage  payments,  rental  payments  or  any  other
applicable amounts now due and payable by Seller with respect  to
the   Premises  or  any  uncured  default  by  Seller,   and   no
governmental condemnation proceedings threatened or in process.

     4.9. Contracts; Loan Documents.

           4.9.1.     Seller has furnished to Buyer, for  Buyer's
inspection and review, true and complete copies of all contracts,
agreements,    leases,    documents,   written    understandings,
instruments, loan documents and security agreements  relating  to
the  Practice  or  the  Assets, if any, and  any  and  all  other
documents  concerning any Liens against the Assets or any  aspect
of the Practice.

           4.9.2.     The Assumed Contracts remain in full  force
and effect in accordance with their terms as of the Closing Date.
Neither  Seller  nor  any other party to  any  such  contract  or
agreement, is in default, or alleged to be in default thereunder,
and there exists no condition or event which, with the giving  of
notice or the lapse of time or otherwise, would constitute such a
default by Seller or by any other party to any such contracts  or
agreements.   All  of  the  Assumed  Contracts  are   valid   and
enforceable by Seller.

      4.10.      Powers  of  Attorney. There are  no  outstanding
powers of attorney executed on behalf of Seller.

      4.11.     No Litigation and Insurance.  There is no pending
litigation  or,  to  the  best of Seller's knowledge,  threatened
litigation,  unasserted  claim,  or  governmental  investigation,
relating  to  the Assets or the Practice.  Seller has  adequately
provided  insurance  for all such claims  and  will  continue  to
maintain  insurance  against all liabilities,  claims  and  risks
against which it is customary to insure.

      4.12.      Violation  of  Laws.  To the  best  of  Seller's
knowledge,  Seller  is  not  in  violation  of  any  law,   rule,
regulation or administrative or judicial order pertaining to  the
Assets  or  the Practice and, to the best of Seller's  knowledge,
there  is  no law, rule, regulation or administrative or judicial
order  that  any of the transactions contemplated by  this  Asset
Purchase Agreement would violate.

      4.13.      No Brokers or Finders.  Seller has not  incurred
any  liability  to any broker, finder or agent for any  brokerage
fees,   finder's  fees  or  commissions  with  respect   to   the
transactions  contemplated by this Asset Purchase Agreement,  and
if  Seller incurred any such liability, such liability  shall  be
and  remain  the sole responsibility of Seller and  Seller  shall
indemnify,  defend and hold Buyer harmless from and  against  any
and  all  liabilities, losses, damages, claims, causes of action,
costs  and  expenses  (including, without limitation,  reasonable
attorneys' fees), arising out of or relating to such liability.

      4.14.      No Bankruptcy Proceedings.  Seller has  not  (i)
made  a  general  assignment for the benefit of  creditors,  (ii)
filed any voluntary petition in bankruptcy or suffered the filing
of  an involuntary petition by its creditors, (iii) suffered  the
appointment  of  a  receiver  to  take  possession  of   all   or
substantially all of its assets, (iv) suffered the attachment  or
other judicial seizure of all or substantially all of its assets,
(v)  admitted in writing its inability to pay its debts  as  they
come  due,  or  (vi)  made an offer of settlement,  extension  or
compromise to its creditors generally.

      4.15.      Patient  Records.  Seller  has  maintained,  and
agrees  to  continue  to  maintain, the  confidentiality  of  all
patient  records  as  required by and  in  conformance  with  all
applicable  state and federal laws and regulations.   Seller  has
not  transferred, and agrees not to transfer, any patient records
to  any  individual or entity against the request of any  patient
prohibiting   the   Seller  from  transferring  his/her   patient
information  or  records and shall at Closing retain  custody  of
such  patient  records  on  behalf of Buyer  in  accordance  with
applicable state and federal laws and regulations.

      4.16.      Bulk  Sales.  The Practice is not an  enterprise
subject  to Division 6 of the Commercial Code of California,  and
the  transactions contemplated hereby are not subject to Division
6 of the California Uniform Commercial Code.

      4.17.     Inspections.  The Disclosure Schedule sets  forth
accurately and fully describes (i) all inspections of the  Assets
or  the Practice by any governmental agency or any consultant  at
any  time  during the previous five (5) years; (ii)  all  matters
which  were  noted  by  any and all such governmental  agency  or
consultant  as requiring correction or modifications  which  were
requested  or recommended; and (iii) the present status  of  each
such noted matter.

      4.18.      No  Untrue Statements.  To the best of  Seller's
knowledge,  (i)  Seller  has not made  any  untrue  statement  or
representation in connection with this Asset Purchase  Agreement,
(ii) all items transferred or delivered and/or given to Buyer  by
or from Seller are true, correct and complete copies of what they
purport to be, (iii) there are no undisclosed liabilities of  any
nature  whatsoever in connection with the Practice or any of  the
Assets,  (iv)  Seller  has not failed to state  or  disclose  any
material fact in connection with the transactions contemplated by
this  Asset Purchase Agreement, and (v) Seller knows of no  facts
and  has  not  misrepresented any facts concerning  its  ability,
financial   or   otherwise,   to  consummate   the   transactions
contemplated  by  this  Asset Purchase Agreement  or  that  would
otherwise materially adversely affect Buyer's decision to acquire
the Assets.

5.   REPRESENTATIONS, WARRANTIES AND COVENANTS OF BUYER

     Buyer hereby represents and warrants to Seller that:

      5.1. Organization.  Buyer is a corporation validly existing
and in good standing under the laws of the State of Delaware.

     5.2. Authority.  Buyer has the corporate power and authority
to enter into this Asset Purchase Agreement and to consummate the
transactions contemplated hereby.

      5.3.  No  Brokers or Finders.  Buyer has not  incurred  any
liability to any broker, finder or agent for any brokerage  fees,
finder's  fees  or  commissions with respect to the  transactions
contemplated  by  this  Asset Purchase Agreement,  and  if  Buyer
incurred  any such liability, such liability shall be and  remain
the  sole  responsibility of Buyer, and  Buyer  shall  indemnify,
defend  and  hold Seller harmless from and against  any  and  all
liabilities, losses, damages, claims, causes of action, costs and
expenses  (including,  without limitation, reasonable  attorneys'
fees), arising out of or relating to such liability.

      5.4.  No Violation of Other Agreement.  Neither this  Asset
Purchase  Agreement  nor  any  of the  transactions  contemplated
hereunder   violates  or  shall  violate  any  lease,   contract,
document,  understanding, agreement or instrument to which  Buyer
is  a  party or by which it may be bound, or any lease, contract,
document, or instrument affecting Buyer.

      5.5.  No Consent Required.  Neither the execution  of  this
Asset  Purchase Agreement by Buyer, nor the performance by  Buyer
of  its  obligation under this Asset Purchase Agreement, requires
the  consent of any third party that will not have been  obtained
and delivered to Seller prior to the Closing Date.

      5.6.  No Bankruptcy Proceedings.  Buyer has not (i) made  a
general  assignment for the benefit of creditors, (ii) filed  any
voluntary proceeding in bankruptcy or suffered the filing of  any
involuntary  petition by Buyer's creditors,  (iii)  suffered  the
appointment  of  a  receiver  to  take  possession  of   all   or
substantially all of the assets, properties or business of Buyer,
(iv) suffered the attachment or other judicial seizure of all  or
substantially all of the assets, properties or business of Buyer,
(v)  admitted in writing its inability to pay its debts  as  such
debts  become due, or (vi) made an offer of settlement, extension
or compromise to its creditors generally.

       5.7.  No  Untrue  Statements.   To  the  best  of  Buyer's
knowledge,   (i)   Buyer  has  made  no   untrue   statement   or
representation in connection with this Asset Purchase  Agreement,
and (ii) Buyer knows of no facts and Buyer has not misrepresented
any facts concerning Buyer's ability, financial and otherwise, to
consummate  the transactions contemplated by this Asset  Purchase
Agreement  or  that would otherwise materially  adversely  affect
Seller's decision to sell the Assets.

6.   BUYER'S ACCESS TO RECORDS; CONFIDENTIAL INFORMATION;
     PUBLICITY

      6.1.  Access to Records.  Between the date of the execution
hereof  and  the  Closing,  Buyer, its  appraisers,  accountants,
consultants, counsel and other representatives shall have  access
during  normal business hours to the tax returns, books, records,
licenses,  certifications, contracts, agreements  and  all  other
relevant  documentation  of  Seller.   Neither  Buyer   nor   its
representatives  shall  disclose the  contents  of  any  of  said
materials  that  Buyer has discovered in the course  of  its  due
diligence ("Due Diligence") to any third party without the  prior
written  consent of Seller, except: (i) as required by law;  (ii)
as  may be reasonably necessary in connection with any litigation
or dispute arising out of this Asset Purchase Agreement or any of
the   transactions  contemplated  hereunder;  (iii)   information
contained  in  any  such materials that was  already  in  Buyer's
possession  prior  to  the  date  hereof;  and  (iv)  information
contained  in  any  such materials that is or  becomes  generally
available to the public other than as a result of a disclosure by
Buyer  or  its  agents or employees in violation of this  Section
(collectively, the "Exceptions").

      6.2.  Confidential Information.  Seller agrees that at  all
times  following the Closing Date, Seller shall not use  for  its
benefit  or  for  any  third  party's benefit,  any  confidential
information  or  trade  secrets of  Buyer,  any  "Affiliate"  (as
defined below), or of any successor or assignee of Buyer  or  any
Affiliate, and shall not disclose or cause to be disclosed to any
third  party  any  confidential information or trade  secrets  of
Buyer,  any  Affiliate, or any of their respective successors  or
assigns  at  any  time  on or after the Closing  Date.   As  used
herein,   "Affiliate"  shall  mean  any  affiliated  or   related
organization of Buyer.

     6.3. Publicity.  No party shall, at any time on or after the
date  hereof  through the Closing Date, issue  any  publicity  or
written or oral statement, or otherwise disclose the existence of
this  Asset  Purchase Agreement or any of the terms or conditions
hereof,   or   disclose  the  contemplation,  implementation   or
consummation  of any of the transactions intended  hereby  (other
than  to its directors, officers, employees, attorneys, financial
advisors  and  other agents and representatives, as necessary  in
order   to  negotiate,  evaluate,  approve  and  consummate   the
transactions  hereunder), without the prior  written  consent  of
Buyer  (in the case of Seller) or Seller (in the case of  Buyer),
except  in accordance with any of the Exceptions as set forth  in
Section  6.1, and except as reasonably required of Buyer  by  any
applicable   federal  or  state  securities  law  (or   agency's)
disclosure requirements.  In the case of any written publicity or
statement,  the applicable party with the above right of  consent
shall  have the right to approve in advance the specific language
of  any  such  writing, provided that such approval  may  not  be
unreasonably withheld in the event of occurrence of  any  of  the
Exceptions.

7.   CLOSING; CONDITIONS TO OBLIGATIONS TO CLOSE

       7.1.   Closing   and  Closing  Date.    The   transactions
contemplated   by   this  Asset  Purchase  Agreement   shall   be
consummated  at the "Closing."  The Closing shall take  place  at
the  offices of Lewitt, Hackman, et al., 16633 Ventura Boulevard,
11th  Floor, Encino, California 91436, or at such other place  as
may  be designated by Seller and Buyer, on the Closing Date.  The
Closing  Date  shall be January 7, 1998, or such  other  date  as
shall be agreed between the parties.

      7.2.  Deliveries by Seller.  At the Closing,  Seller  shall
execute  (as to documents calling for execution) and  deliver  to
Buyer the following:

           7.2.1.    A Bill of Sale in the form of Exhibit  7.2.1
attached  hereto  ("Bill  of  Sale") and  such  other  sufficient
instruments and documents to convey, transfer, assign, or further
perfect,  title  to  each  of the Assets (including  the  Assumed
Contracts)  as are reasonably requested by Buyer to transfer  the
Assets.

      7.3.  Deliveries  by  Buyer.  At the Closing,  Buyer  shall
deliver to Seller the payment of the Purchase Price in accordance
with Exhibit 3.3 attached hereto.

      7.4. Conditions to Buyer's Obligations.  Buyer's obligation
to   consummate  the  transactions  contemplated  by  this  Asset
Purchase Agreement is conditioned upon satisfaction, or waiver by
Buyer  in  writing,  of all of the following  on  or  before  the
Closing Date:

           7.4.1.    The performance by Seller of all of Seller's
promises and agreements under this Asset Purchase Agreement  that
are  to be performed as of the Closing, including but not limited
to  the  procurement  and  delivery to  Buyer  of  all  necessary
assignments and consents.

           7.4.2.     Buyer's reasonable approval or satisfaction
of  each  item under this Asset Purchase Agreement that Buyer  is
entitled  to  approve  or  to  be satisfied,  including,  without
limitation, all schedules and exhibits hereto and all items  that
Buyer reviews pursuant to its Due Diligence efforts.

           7.4.3.     No  suit,  action,  arbitration  or  legal,
administrative or other proceeding or governmental  investigation
shall  be  pending  or  threatened against  Buyer  or  Seller  in
relation  to  or  affecting the consummation of the  transactions
contemplated by this Asset Purchase Agreement.

          7.4.4.    Each of the representations and warranties of
Seller is true as of the Closing.

           7.4.5.     The Assets have not been damaged and  there
has  been  no adverse change from the date of this Asset Purchase
Agreement.

            7.4.6.     Buyer  has  not  exercised  any   of   the
cancellation options under Section 9 below.

       7.5.   Conditions   to  Seller's  Obligations.    Seller's
obligation  to consummate the transactions contemplated  by  this
Asset  Purchase  Agreement is conditioned upon  satisfaction,  or
waiver by Seller in writing, of all of the following on or before
the Closing Date:

           7.5.1.     The performance by Buyer of all of  Buyer's
promises and agreements under this Asset Purchase Agreement  that
are to be performed as of Closing.

           7.5.2.    Seller's reasonable approval or satisfaction
of  each item under this Asset Purchase Agreement regarding which
Seller is entitled to approve or to be satisfied.

           7.5.3.     No  suit,  action,  arbitration  or  legal,
administrative or other proceeding or governmental  investigation
shall  be  pending  or  threatened against  Buyer  or  Seller  in
relation  to  or  affecting the consummation of the  transactions
contemplated by this Asset Purchase Agreement.

          7.5.4.    Each of the representations and warranties of
Buyer is true as of the Closing.

8.   INDEMNIFICATION

     8.1. Seller's Indemnity.  Seller shall indemnify, defend and
hold  Buyer,  its  affiliates,  and  their  directors,  officers,
employees,  attorneys, and agents harmless from and  against  any
and  all  liabilities, losses, damages, claims, causes of action,
costs  and  expenses  (including, without limitation,  reasonable
attorneys'  fees), whether known or unknown, arising  out  of  or
relating to (i)  Seller's ownership or operation of the Assets or
the  Practice,  including any defects in title;  (ii)  any  other
actions  or  omissions of Seller prior to the  Closing  Date;  or
(iii) any breach by Seller of any representation, warranty or any
other material term or condition in this Asset Purchase Agreement
(including  the  exhibits  and  attachments)  or  any   ancillary
agreement, document, or certificate to be delivered in connection
with this Asset Purchase Agreement.

      8.2. Buyer's Indemnity.  Buyer shall indemnify, defend  and
hold  Seller  harmless from and against any and all  liabilities,
losses,  damages,  claims, causes of action, costs  and  expenses
(including,  without  limitation,  reasonable  attorneys'  fees),
arising out of or relating to any breach of any warranty  or  any
other material term or condition hereof by Buyer.

      8.3. Buyer's Recoupment and Offset Rights.  In addition  to
Buyer's  rights under Section 8.1 to seek indemnity from  Seller,
Buyer shall have the rights of recoupment and offset against  any
payments  owed  to  Seller by Buyer or any of Buyer's  Affiliates
under  any agreement.  Such recoupment and offset rights  are  in
addition  to, and not in derogation of, any statutory, equitable,
common law, or other remedy.

9.   BUYER'S CANCELLATION OF ASSET PURCHASE AGREEMENT

      9.1.  Jeopardy.  In the event the performance by any  party
hereto  of  any  term, covenant, condition or provision  of  this
Asset  Purchase Agreement should jeopardize (i) the participation
of  Buyer  or Seller in any reimbursement or payment  program  or
(ii)  if  for  any  other reason said performance  should  be  in
violation  of  any  statute, ordinance, or  be  otherwise  deemed
illegal,  or be deemed unethical by any recognized California  or
federal  judicial  body  or California  or  federal  governmental
agency  (collectively, "Jeopardy Event"), then the parties  shall
use their best efforts to meet forthwith and attempt to negotiate
an amendment to this Asset Purchase Agreement to remove or negate
the  effect of the Jeopardy Event.  In the event the parties  are
unable  to  negotiate such an amendment within fifteen (15)  days
following  written notice by either party of the Jeopardy  Event,
then Buyer may cancel this Asset Purchase Agreement prior to  the
Closing immediately upon written notice.

     9.2. Due Diligence.  In the event Buyer is dissatisfied with
any  item  or information discovered as a result of Due Diligence
or  that  is  contained  in any exhibit or schedule  hereto,  and
Seller  is unable to satisfy Buyer's concern(s) on or before  the
Closing Date, then Buyer may cancel this Asset Purchase Agreement
immediately upon notice.

      9.3.  Exercise of Cancellation Options.  In the event Buyer
exercises  any  of the cancellation options described  above,  it
shall  so  notify Seller in writing and each party  shall  return
forthwith  all  originals and copies of any  financial  or  other
records, instruments, or other documents it has received from the
other  party  and,  except as provided  in  this  Asset  Purchase
Agreement,  all of the parties' respective rights and obligations
hereunder  shall  terminate  immediately.   Notwithstanding   the
foregoing,  the parties' respective obligations under  Section  6
above  shall survive Buyer's exercise of any of said cancellation
options.

10.  MISCELLANEOUS

      10.1.      Risk  of Loss.  Until the Closing, Seller  shall
bear all risk of loss, damage or destruction to the Assets.

      10.2.     No Third Party Beneficiaries.  The parties intend
that  the  benefits of this Asset Purchase Agreement shall  inure
only  to  Buyer and Seller except as expressly so stated  herein.
Notwithstanding  anything contained herein,  or  any  conduct  or
course  of  conduct by any party hereto, before or after  signing
this  Asset  Purchase  Agreement, this Asset  Purchase  Agreement
shall  not be construed as creating any right, claim or cause  of
action against Buyer or Seller by any other person or entity.

      10.3.     Entire Agreement.  This Asset Purchase Agreement,
together  with  all  exhibits  and  schedules  hereto,  and   all
documents  referred to herein (including without  limitation  any
ancillary  agreements), constitutes the entire agreement  between
the parties with respect to the subject matter hereof, supersedes
all  other  and  prior  agreements on the same  subject,  whether
written or oral, and contains all of the covenants and agreements
between  the  parties with respect to the subject matter  hereof.
Each party to this Asset Purchase Agreement acknowledges that  no
representations, inducements, promises, or agreements, orally  or
otherwise, have been made by the other party(ies), or  by  anyone
acting on behalf of any party, that are not embodied herein,  and
that  no other agreement, statement, or promise not contained  in
this Asset Purchase Agreement shall be valid or binding.

      10.4.      Successors  and Assigns.   This  Asset  Purchase
Agreement shall be binding upon and shall inure to the benefit of
the  parties  and  their respective heirs (as applicable),  legal
representatives, and permitted successors and assigns.  No  party
may assign this Asset Purchase Agreement or the rights, interests
or  obligations  hereunder.   Any  assignment  or  delegation  in
contravention of this Section shall be null and void.

      10.5.     Counterparts.  This Asset Purchase Agreement, and
any  amendments hereto, may be executed in counterparts, each  of
which  shall constitute an original document, but which  together
shall constitute one and the same instrument.

      10.6.     Headings.  The section headings contained in this
Asset  Purchase Agreement are inserted for convenience  only  and
shall not affect in any way the meaning or interpretation of this
Asset Purchase Agreement.

      10.7.     Notices.  Any notices required or permitted to be
given hereunder by any party to the other shall be in writing and
shall  be  deemed  delivered upon personal delivery;  twenty-four
(24)  hours  following  deposit  with  a  courier  for  overnight
delivery; or seventy-two (72) hours following deposit in the U.S.
Mail,  registered  or  certified mail, postage  prepaid,  return-
receipt  requested,  addressed to the parties  at  the  following
addresses  or to such other addresses as the parties may  specify
in writing:

If to Seller:            Sharon M. Crowder, D.D.S.
                    Sharon M. Crowder, D.D.S., Inc.
                    19231 Victory Blvd., Suite 557
                    Reseda, California 91335

If to Buyer:             Robert J. Schulhof
                    Omega Orthodontics of Reseda, Inc.
                    c/o Omega Orthodontics, Inc.
                    3621 Silver Spur Lane
                    Acton, California 93510

      10.8.      Governing  Law.  This Asset  Purchase  Agreement
shall be governed by and construed in accordance with the laws of
the State of California.

      10.9.     Amendment.  This Asset Purchase Agreement may  be
amended  at  any time by agreement of the parties, provided  that
any amendment shall be in writing and executed by all parties.

      10.10.   Severability.   If any  provision  of  this  Asset
Purchase  Agreement is held by a court of competent  jurisdiction
to  be  invalid  or unenforceable, the remaining provisions  will
nevertheless  continue  in full force  and  effect,  unless  such
invalidity or unenforceability would defeat an essential business
purpose of this Asset Purchase Agreement.

      10.11.   Fees and Expenses.  Except as otherwise explicitly
set  forth  otherwise in writing signed by the parties,  each  of
Seller  and  Buyer  agrees  to bear its own  expenses  including,
without   limitation,   attorneys'  and  accountants'   fees   in
connection with the preparation of this Asset Purchase  Agreement
and the transactions contemplated hereby.

      10.12.  Exhibits and Schedules.  All exhibits and schedules
attached to this Asset Purchase Agreement are incorporated herein
by  this  reference and all references herein to "Asset  Purchase
Agreement" shall mean this Asset Purchase Agreement together with
all such exhibits and schedules, and all ancillary agreements  to
be delivered at Closing.

       10.13.   Survival  of  Indemnities,  Representations   and
Warranties.   Except as expressly stated to the contrary  herein,
the  indemnities,  representations and warranties  of  Buyer  and
Seller  contained  in  this Asset Purchase Agreement  or  in  any
certificate  or  document delivered pursuant  to  the  provisions
hereof shall survive the Closing.

      10.14.   Time of Essence.  Time is expressly  made  of  the
essence  of  this  Asset Purchase Agreement and  each  and  every
provision hereof of which time of performance is a factor.

      10.15.   Grievances and Arbitration. Except as specifically
stated  elsewhere  in  this Agreement, any controversy  or  claim
arising out of this Asset Purchase Agreement shall be settled  by
arbitration  in  Los Angeles, California in accordance  with  the
Commercial  Rules  of the American Arbitration  Association  then
existing, and judgment on the arbitration award may be entered in
any  court  having jurisdiction over the subject  matter  of  the
controversy.   All disputes shall be settled by a  panel  of  not
less  than  three  (3) arbitrators chosen from any  one  or  more
offices of the American Arbitration Association.

      10.16.  Specific Performance.  The Seller acknowledges  and
agrees with Buyer that in the event Seller terminates this  Asset
Purchase  Agreement or otherwise fails to close, Buyer  would  be
irreparably damaged thereby and that monetary damages  would  not
provide  an adequate remedy.  Accordingly, it is agreed that,  in
addition to any other remedies that Buyer may have at law  or  in
equity,  the Buyer shall be entitled to specific performance  and
injunctive  relief to prevent such a breach and  specifically  to
enforce  the terms and provisions hereof in any action instituted
in a court of competent jurisdiction.

      10.17.   Attorneys' Fees.  Should either  Buyer  or  Seller
institute any action or procedure to enforce this Asset  Purchase
Agreement  or any provision hereof, or for damages by  reason  of
any  alleged breach of this Asset Purchase Agreement  or  of  any
provision  hereof,  or  for  a declaration  of  rights  hereunder
including without limitation arbitration, the prevailing party in
any  such action or proceeding shall be entitled to receive  from
the  other  party  all  costs  and  expenses,  including  without
limitation reasonable attorneys' fees, incurred by the prevailing
party in connection with such action or proceeding.

     10.18.  Construction.  The parties have participated jointly
in  the negotiation and drafting of this Asset Purchase Agreement
and  in  the  event  of any ambiguity or question  of  intent  or
interpretation,  no presumption or burden of  proof  shall  arise
favoring or disfavoring any party by virtue of the authorship  of
any of the provisions of this Asset Purchase Agreement.

      10.19.   Further Assurances.  The parties shall  take  such
actions and execute and deliver such further documentation as may
reasonably   be  required  in  order  to  give  effect   to   the
transactions  contemplated by this Asset Purchase  Agreement  and
the intentions of the parties hereto.


     IN WITNESS WHEREOF, the undersigned have executed this Asset
Purchase Agreement as of the date first written above.

"BUYER"
OMEGA ORTHODONTICS OF RESEDA, INC.,
a California corporation


By: /s/ Robert J. Schulhof
      Robert J. Schulhof, President

"SELLER"
SHARON M. CROWDER, D.D.S., INC.


By: /s/ Sharon M. Crowder, D.D.S.
      Sharon M. Crowder, D.D.S., President
                        LIST OF EXHIBITS

EXHIBIT

1.1(a)         Assets
1.1(b)         Assumed Contracts
1.2       Excluded Assets
2.1       Assumed Liabilities
3.2       Allocation of Purchase Price
3.3       Payment
4         Disclosure Schedule
7.2.1          Form of Bill of Sale
                         EXHIBIT 1.1(a)

                             ASSETS


      1.   All contracts and agreements which Buyer determines in
its sole discretion to assume as itemized on Exhibit 1.1(b).

       2.     All   accounts  receivable  of  Seller   ("Accounts
Receivable")  on the close of business on the Closing  Date.   As
used  herein, "Accounts Receivable" shall include all  rights  to
payment for goods or services rendered, whether or not yet earned
by performance, all other obligations and receivables from others
no  matter  how  evidenced  relating to the  Practice,  including
purchase  orders, notes, instruments, drafts and acceptances  and
all  guarantees of the foregoing and security therefor,  relating
to the Practice.

      3.    Seller's furniture, fixtures, leasehold improvements,
machinery,  equipment, inventories, supplies and  other  tangible
personal  property  used in the Practice  listed  on  Schedule  1
attached hereto.

      4.    Seller's  right to reimbursement for all professional
services provided to managed care and fee-for-service patients.
                           Schedule 1

                       To Exhibit 1.1(a)

                   FURNITURE, FIXTURES, ETC.


1.   Television
2.   Computer:
          a.   Monitors (2)
          b.   Keyboards
          c.   Laser printer
          d.   Hard drive
3.   Refrigerators (2)
4.   Scale & postage meter (leased)
5.   Copy machine
6.   Dentronix sterilizer
7.   Ultra Sonic cleaner
8.   Electronic mixing bowl
9.   Wax heater
10.  Telephone system
11.  Lathe
12.  Lathe accessories
13.  Welder
14.  Model timmer
15.  Vibrator
16.  Sta Vac   Vacuum former
17.  5 chairs:
          a.   Chair controls and fountains
          b.   Over chair tables
18.  4  Pelton  Crane lights, 1 Halogen over chair - Welch  Allyn
     light
19.  Lab pliers
20.  2 Dremels
21.  Stereo system
22.  Typewriter
23.  Paper cutter
24.  Cotton roll holders
25.  Mobile cart
26.  Trash cans
27.  Study model boxes
28.  Reception room furniture:
          a.   3 sofas
          b.   3 lamps
          c.   1 table
          d.   2 pictures
29.  4 Operatory chairs
30.  4 desk chairs
31.  1 Lab chair
32.  Lab supplies:
          a.   Solder
          b.   Wire
          c.   Acrylic
33.  Operatory supplies:
                         a.   Brackets = 1,200    Bands = 500
          b.   Wires
          c.   Cotton rolls
          d.   Facemasks & Headgear
34.  Miscellaneous hand instruments:
          a.   Mirrors
          b.   Scalers - etc.
          c.   Pliers 140
35.  Office supplies & small tools:
          a.   Paper hole punch
          b.   Toothbrushes
          c.   Staplers
          d.   Solder
          e.   Elastics
          f.   Wax
          g.   Fluid

                         EXHIBIT 1.1(b)

                       ASSUMED CONTRACTS


1.   Contract for postal machine (ie, Pitney-Bowes)

2.   Office lease relating to:

          19231 Victory Blvd., Suite 557
          Reseda, California 91335
                          EXHIBIT 1.2

                        EXCLUDED ASSETS


      1.    All  right,  title  and interest  of  Seller  in  all
agreements, contracts, leases, loans, security agreements and any
other  agreements  of any nature whatsoever except  as  otherwise
specifically   set  forth  herein  on  Exhibit  1.1(b),   Assumed
Contracts.

      2.    All  employee  pension and profit sharing  plans  and
funds,  deferred  compensation and  similar  fringe  or  employee
benefit  plans  or  programs, any disability  or  other  employee
insurance   plans,  any  employment  and  executive  compensation
agreements,  bonus  and  stock option plans,  and  any  funds  or
property held in trust for employees.

      3.    All cash, bank balances, monies in possession of  any
bank, other cash items and marketable securities of Seller.

      4.    Ownership of all trademarks, trade names, copyrights,
logos,  licenses,  ownership interests in  telephone  numbers  at
Practice,  or related items of Seller that in any way pertain  to
the Practice.

     5.   All patient records, files and X-rays.

      6.    All  of Seller's goodwill, which may include location
goodwill, name recognition goodwill, patient allegiance, etc.

      7.    All  business, financial and accounting  records  and
books of account of Seller relating to the Practice exclusive  of
Seller's general ledger.

     8.   A license to use (but not to own) all trademarks, trade
names,  copyrights,  logos,  licenses,  ownership  interests   in
telephone numbers at Practice, or related items of Seller that in
any way pertain to the Practice.
                          EXHIBIT 2.1

                      ASSUMED LIABILITIES

      1.    Those Assumed contracts set forth in Exhibit  1.1(b),
provided,  however,  that  with  respect  to  the  Office   Lease
described  in  item 2 of said Exhibit, liability  is  assumed  by
Buyer  only from and after the closing date and any rent due  for
the month in which the closing occurs shall be allocated on a pro
rata basis between Buyer and Seller.
                          EXHIBIT 3.2

                  ALLOCATION OF PURCHASE PRICE

Assets

     Contracts and Agreements

     Accounts Receivable

     Furniture, Fixtures, Equipment and other Tangible Assets

       Trademarks,  Trade  Names,  Copyrights,  Logos,  Telephone

Numbers and Certain Licenses

     Reimbursement Rights

                          EXHIBIT 3.3

                            PAYMENT


Buyer  shall pay Seller on the Closing Date Twenty-Five  Thousand
Dollars  ($25,000) in cash, payable to Seller by way of cashier's
check  or  wire transfer of immediately available  funds  into  a
deposit  account  designated in writing by Seller  prior  to  the
Closing Date.
                           EXHIBIT 4

                      DISCLOSURE SCHEDULE

[The   Disclosure  Schedule  is  to  be  arranged   in   sections
corresponding to the numbered and lettered sections contained  in
Section 4.]


                        Not Applicable.
                         EXHIBIT 7.2.1

                      FORM OF BILL OF SALE

                          BILL OF SALE

          FOR VALUABLE CONSIDERATION, the receipt and adequacy of
which  are hereby acknowledged, Sharon M. Crowder, D.D.S.,  Inc.,
a  California professional dental corporation ("Seller"),  hereby
sells  and  assigns  to Omega Orthodontics  of  Reseda,  Inc.,  a
Delaware  corporation ("Buyer"), and its successors and  assigns,
to have and to hold forever, one hundred percent (100%) of all of
the right, title and interest of Seller in every item of property
that  is  listed  in  Exhibit 1.1(a) to  the  Agreement  for  the
Purchase and Sale of Assets, made and entered into as of  January
7,  1998,  by  and between Buyer and Seller (the "Asset  Purchase
Agreement").

           In  addition, Seller hereby sells and assigns to Buyer
one  hundred percent (100%) of all of Seller's right,  title  and
interest  in  the contracts and agreements which  are  listed  in
Exhibit  1.1(b) to the Asset Purchase Agreement and Buyer  hereby
accepts such assignment and assumes and agrees to be bound by and
to  perform  one hundred percent (100%) of all of the duties  and
obligations of Seller thereunder.

           Buyer  and  Seller will do, execute,  acknowledge  and
deliver   or  cause  to  be  done,  executed,  acknowledged   and
delivered, each and all of such further acts, deeds, assignments,
transfers, conveyances, powers of attorney and assurances as  may
reasonably be required by Buyer to sell and assign to Buyer,  its
successors and assigns, title to the assets sold and assigned  by
this Bill of Sale.

          IN WITNESS WHEREOF, Seller and Buyer have executed this
Bill of Sale for delivery as of the 7th day of January, 1998.

Seller:                  Sharon M. Crowder, D.D.S., Inc.,
                    a California professional dental corporation


                    By:
                          Sharon M. Crowder, D.D.S.


Buyer:                            Omega  Orthodontics of  Reseda,
                    Inc.,
                    a Delaware corporation



                    By:
                         Robert J. Schulhof, President