EXHIBIT 10.36



                               20
     STOCK PUT/CALL OPTION AND SUCCESSOR DESIGNATION AGREEMENT

       This  Stock  Put/Call  Option  and  Successor  Designation
Agreement (the "Agreement") is made effective as of this 1st  day
of  January,  1998  by  and among David  W.  Longworth,  P.C.,  a
professional  corporation (the "New PC") incorporated  under  the
laws of the State of South Dakota (the "State"); David Longworth,
D.D.S.  ("Dr.  Longworth")  who  is  duly  licensed  to  practice
orthodontics in the State; Omega Orthodontics, Inc.,  a  Delaware
corporation ("OMEGA"); and Omega Orthodontics of Watertown, Inc.,
a  Delaware  corporation  (the "MSO"), which  is  a  wholly-owned
subsidiary of OMEGA, with reference to the following facts.

                            RECITALS

     A.   OMEGA is an orthodontic practice management company and
has   expertise  in  managing  orthodontic  practices   including
practice management systems, office space, equipment, furnishings
and  active administrative personnel necessary for the  operation
of  orthodontic  practices and providing high quality  healthcare
management   services  to  orthodontic  practices,  directly   or
indirectly through management service organizations such  as  the
MSO.

     B.   OMEGA acquired certain assets of Dr. Longworth pursuant
to   that   certain  Affiliation  Agreement  and  Asset  Purchase
Agreement  (the "Affiliation Agreement") dated as of  January  1,
1998 by and among OMEGA and Dr. Longworth.

      C.    The  New PC owns and operates an orthodontic practice
with offices located in the facility identified in Exhibit A (the
"Orthodontic  Offices")  and furnishes orthodontic  care  to  the
general  public through the services of Dr. Longworth  affiliated
with the New PC.

      D.    The New PC and the MSO have entered into that certain
Management   Services   Agreement   (the   "Management   Services
Agreement") dated as of even date herewith for the management  by
the MSO of the non-orthodontic business affairs of the New PC.

      E.    Dr.  Longworth  owns all of the  capital  stock  (the
"Capital  Stock")  of  the  New PC and  desires  to  provide  for
successor  ownership upon the occurrence of certain events.  When
used  in this Agreement, the term "Capital Stock" shall mean  all
of  Dr.  Longworth's right, title, interest and estate in and  to
all  of the issued and outstanding stock in the New PC, including
any stock hereafter issued and any rights to any additional stock
and  any  preemptive  rights, warrants and  instruments  of  like
effect, as set forth on Exhibit B.

     F.   As a condition of entering into the Management Services
Agreement, Dr. Longworth has agreed to grant to the MSO, and  the
MSO  desires  to  acquire  from  Dr.  Longworth  certain  rights,
including  but  not  limited  to,  the  right  to  designate  the
successor  purchaser (the "Designated Successor") of all  or  any
part  of  the  issued  and  outstanding Capital  Stock  upon  the
occurrence  of certain events. In addition, under the  Management
Services Agreement, upon termination thereof, each of the New  PC
and  the MSO were granted certain rights to be set forth in  this
Agreement.

      NOW,  THEREFORE, in consideration of the foregoing premises
and  the mutual promises contained herein, and for other good and
valuable consideration, the receipt and sufficiency of which  are
hereby acknowledged, the New PC, Dr. Longworth, the MSO and OMEGA
agree as follows:

      1.    Defined Terms.  The capitalized words and expressions
used  in this Agreement, but which are not defined herein  shall,
unless  the context otherwise requires, have the same meaning  as
they are given in the Management Services Agreement.

      2.    Put Option.  The MSO shall have the option (the  "Put
Option")  to  require  the  New  PC,  upon  termination  of   the
Management  Services  Agreement by the  MSO  under  Section  10.2
thereof or upon expiration of the Term of the Management Services
Agreement, to:

           (a)   Purchase from the MSO at book value all  of  the
     leasehold improvements, fixtures, furniture, furnishings and
     equipment comprising or located at the Orthodontic  Offices,
     including all replacements and additions thereto made by the
     MSO pursuant to the performance of its obligations under the
     Management   Services  Agreement  and  all   other   assets,
     including inventory and supplies and intangibles, set  forth
     on  the balance sheet as at the end of the month immediately
     preceding   the  date  of  such  termination  or  expiration
     prepared  in accordance with GAAP (the "Balance  Sheet")  to
     reflect  operations of the MSO in respect of the Orthodontic
     Offices,  including  depreciation,  amortization  and  other
     adjustments of such assets shown on such Balance Sheet; and

          (b)  Purchase, by obtaining an assignment from the MSO,
     at  book value, the right to receive payments for breach  of
     the restrictive covenants provided for in Section 3.7 of the
     Management   Services  Agreement  and  in   the   applicable
     Employment   Agreement   with  Dr.  Longworth   contemplated
     thereunder, and any goodwill and other intangible assets set
     forth  on  the  Balance  Sheet, reflecting  amortization  or
     depreciation of the restrictive covenants, and any  goodwill
     and other intangible assets; and

           (c)   Assume all debt and all contracts, payables  and
     leases  which  are obligations of the MSO and  which  relate
     solely  to  the  performance of its  obligations  under  the
     Management Services Agreement or the properties subleased in
     respect of the Orthodontic Offices.

If the MSO desires to exercise its Put Option, the MSO shall give
written  notice of such election to the New PC and Dr.  Longworth
at least twenty (20) calendar days prior to the date specified in
such  notice as the date for the closing of the Put Option.   Any
exercise  of  the  Put  Option by the MSO shall  be  made  by  an
aggregate payment of the amounts computed under Clauses  (a)  and
(b) of this Section 2 (collectively, the "Put Price").

      3.    Call  Option. The New PC shall have the  option  (the
"Call  Option")  to  require the MSO,  upon  termination  of  the
Management  Services Agreement by the New PC under  Section  10.1
thereof, to:

            (a)   Sell  to  the  New  PC  all  of  the  leasehold
     improvements, fixtures, furniture, furnishings and equipment
     comprising or located at the Orthodontic Offices,  including
     all  replacements  and additions thereto  made  by  the  MSO
     pursuant  to  the performance of its obligations  under  the
     Management   Services  Agreement  and  all   other   assets,
     including inventory and supplies and intangibles, set  forth
     on  the  Balance Sheet to reflect operations of the  MSO  in
     respect  of the Orthodontic Offices, including depreciation,
     amortization and other adjustments of such assets  shown  on
     such Balance Sheet; and

           (b)  Assign to, or grant a waiver in favor of, the New
     PC, the restrictive covenants provided for in Section 3.7 of
     the  Management  Services Agreement and  in  the  applicable
     Employment   Agreement   with  Dr.  Longworth   contemplated
     thereunder, and any goodwill and other intangible assets set
     forth  on  the  Balance  Sheet, reflecting  amortization  or
     depreciation of the restrictive covenants, and any  goodwill
     and other intangible assets; and

           (c)  Assign to the New PC (which it shall assume)  all
     debt  and  all  contracts, payables  and  leases  which  are
     obligations  of  the  MSO and which  relate  solely  to  the
     performance of its obligations under the Management Services
     Agreement  or  the properties subleased in  respect  of  the
     Orthodontic Offices.

If  the  New PC desires to exercise its Call Option, the  New  PC
shall  give written notice of such election to the MSO  at  least
twenty  (20)  calendar days prior to the date specified  in  such
notice  as  the  date for the closing of the  Call  Option.   Any
exercise  of the Call Option by the New PC shall be  made  by  an
aggregate  payment to the MSO of  an amount equal to the  sum  of
(x)  the  amount  of  cash  paid to Dr. Longworth  under  Section
1.1(a)(i)  of  the Affiliation Agreement, plus (y)  the  original
principal  amount  of the Purchase Note issued to  Dr.  Longworth
under  Section 1.1(a)(ii) of the Affiliation Agreement, plus  (z)
the  value of that number of shares of Omega Common Stock  issued
to  Dr.  Longworth under Section 1.1(a)(iii) of  the  Affiliation
Agreement, such value to be determined by multiplying such number
of shares by the average of the last sales (or closing) price for
Omega's   Common  Stock  on  Nasdaq  (or  a  national  securities
exchange)  for  each of the sixty (60) trading  days  immediately
preceding the date the Call Option Notice is delivered to the MSO
(collectively, the "Call Price").

      4.    Closing and Delivery. The closing ("Closing") of  the
exercise by the MSO of the Put Option under Section 2 or  of  the
exercise by the New PC of the Call Option under Section 3, as the
case may be, shall be at the offices of Robinson & Cole LLP,  One
Boston  Place, Boston, Massachusetts 02108 on the date  specified
for  such  Closing in the written notice of election to  exercise
such  Put Option or Call Option, as the case may be, or  on  such
other date as the parties may mutually determine. At the Closing,
the New PC shall pay cash, or, with the consent of Dr. Longworth,
a  combination  of  cash,  forgiveness  of  amounts  due  to  Dr.
Longworth under the Purchase Note and/or return of the shares  of
Omega  Common  Stock  received  by Dr.  Longworth  under  Section
1.1(a)(iii)  of  the Affiliation Agreement,  such  shares  to  be
valued  as  provided for in Section 3 hereof, for the repurchased
assets, whether the Put Price pursuant to exercise by the MSO  of
the  Put Option or the Call Price pursuant to exercise by the New
PC  of  the Call Option, as the case may be.  The New PC and  Dr.
Longworth shall execute such documents as may be required by  the
MSO  to assume the liabilities set forth in Section 2(c) or 3(c),
as  the  case may be, and shall use their respective best efforts
to  remove  the  MSO  from any liability  with  respect  to  such
repurchased  assets  and with respect to any property  leased  or
subleased  by  the  MSO.  From and after any such  Closing,  each
party  shall  provide to the other parties reasonable  access  to
books  and  records  then owned by it to permit  such  requesting
party to satisfy reporting and contractual obligations which  may
be  required of it.  In addition, following any such Closing, the
MSO  or  its designee shall have reasonable access during  normal
business hours to the New PCs records, including patient  records
regarding  records of collections, expenses and disbursements  as
kept  by  the  MSO  in  performing  its  obligations  under   the
Management  Services Agreement, and the MSO may copy any  or  all
such records.

     5.   Successor Designation Option.

      (a)   Upon termination of the Management Services Agreement
by  the MSO under Section 10.2 thereof or upon expiration of  the
Term  of  the Management Services Agreement or upon the happening
of  any  of  the  following  events (each  of  such  termination,
expiration or event being hereinafter referred to as a  "Transfer
Event"), the MSO shall have the option (the "Designated Successor
Option") to designate a Designated Successor  to purchase all  or
any portion of the Capital Stock then held by Dr. Longworth:

          (i)  the death of Dr. Longworth;

           (ii)  if Dr. Longworth is determined to be permanently
     disabled  so  as  to  be unable to render  any  professional
     services  on  behalf  of  the  New  PC,  as  determined   in
     accordance with paragraph (b) of this Section 5 below;

           (iii)  if  Dr.  Longworth voluntarily  terminates  his
     employment without first proposing and obtaining  the  MSO's
     approval  of  a  proposed  qualified successor  orthodontist
     reasonably acceptable to the MSO on behalf of the New PC;

           (iv)  if Dr. Longworth acts in a criminally or grossly
     negligent   manner  with  respect  to  the  performance   of
     professional orthodontic services rendered or to be rendered
     on behalf of the New PC;

           (v)  if Dr. Longworth becomes hospitalized for alcohol
     or drug abuse;

          (vi) if Dr. Longworth is convicted of a felony;

           (vii)  if  Dr.  Longworth  loses  his  license  or  is
     otherwise  determined  to  be  disqualified  from  rendering
     services as an orthodontist for the New PC by the applicable
     dental or other comparable regulatory board of the State;

           (viii) if Dr. Longworth's shares of Capital Stock  are
     or  are to be transferred voluntarily or by operation of law
     to  any person who is a "disqualified person," as defined in
     the  professional corporation statute of  the  Laws  of  the
     State;

           (ix)  if  Dr. Longworth voluntarily files  a  petition
     under any bankruptcy or insolvency law or a petition for the
     appointment  of a receiver, or makes an assignment  for  the
     benefit of creditors;

          (x) if Dr. Longworth is subjected involuntarily to such
     a  petition or assignment, or any creditor or other  persons
     obtains  an attachment or other legal or equitable  interest
     in any shares of the Capital Stock of Dr. Longworth and such
     involuntary  petition,  assignment  or  attachment  is   not
     discharged within sixty (60) days after creation;

           (xi)  if  Dr.  Longworth is required to  transfer  any
     shares of Capital Stock by reason of a judgment, court order
     or decree or by operation of law;

           (xii)  if Dr. Longworth retires within the meaning  of
     Paragraph (c) of this Section 5; or

           (xiii)  if  Dr. Longworth desires to sell any  of  his
     shares   of   Capital  Stock  to  another  orthodontist   as
     contemplated under Section 8 hereof.

      (b)  For purposes hereof, "permanent disability" means  any
illness,   injury,  disease  or  condition,  whether  mental   or
physical, which, for a continuous period of thirty (30) days, (i)
prevents Dr. Longworth from performing his duties competently and
adequately  as  determined  by the  MSO,  or  (ii)  substantially
impairs  the  New  PC's or Dr. Longworth's  ability  to  practice
orthodontics.

      (c)   For  purposes hereof, "Retirement" of  Dr.  Longworth
shall  occur on the date when Dr. Longworth voluntarily withdraws
from the practice of orthodontics at whatever age or for whatever
reason and notifies the New PC that he desires to be regarded  as
"Retired" and fails to have first proposed and obtained the MSO's
approval   of  a  qualified  successor  orthodontist   reasonably
acceptable to the MSO.

      6.    Successor  Designation Option  Exercise.   Except  as
otherwise   provided  herein,  upon  exercise  of  the  Successor
Designation Option, the Designated Successor may purchase all  or
any  part  of  the  Capital Stock.  The failure  of  the  MSO  to
exercise  this  Successor Designation Option as  to  all  of  the
Capital Stock at any one time shall not limit the MSO's right  to
exercise  the  Successor Designation Option with respect  to  any
remaining  Capital  Stock at any time during  the  term  of  this
Agreement.   The  Successor  Designation  Option  shall  also  be
exercisable by the MSO as provided in Section 8 below.

      7.    Exercise  Notice.   Any  exercise  of  the  Successor
Designation Option shall be accompanied by a written notice  (the
"Successor Designation Exercise Notice") to Dr. Longworth (or his
successor  or representative), specifying the name,  address  and
information  showing the qualifications and  suitability  of  the
Designated Successor to conduct or perform professional  services
on  behalf of the New PC and number of shares of Capital Stock of
Dr.  Longworth  as to which the Successor Designation  Option  is
being  exercised.   Upon  the  MSO's exercise  of  the  Successor
Designation Option in respect of any event described  in  Section
5(a)(iii) or (x) as to all of the shares of Capital Stock of  Dr.
Longworth,   Dr.   Longworth  shall  execute  a   Non-Competition
Agreement in the form attached hereto as Exhibit C.  The MSO may,
at  any  time,  cancel any Successor Designation Exercise  Notice
sent by it hereunder.

      8.    Right  of  First Refusal and Sale of Stock.   If  Dr.
Longworth  desires to sell any of the Capital  Stock  to  another
orthodontist (a "Purchaser"), he shall first give notice  to  the
MSO  of his intent to sell such Capital Stock ("Notice of Sale"),
giving  to  the  MSO  such  information as  shall  be  reasonably
requested  by it to ascertain the qualifications and  suitability
of  the  Purchaser to conduct or to perform professional services
on  behalf  of  the New PC and the terms and conditions  of  such
proposed sale to the Purchaser.  Upon receipt of such Notice, the
Successor  Designation Option of the MSO shall become exercisable
for  a  period  of three (3) months, provided however,  that  the
exercise  price and terms of purchase of the Capital Stock  shall
be no less favorable to Dr. Longworth than those set forth in the
Notice of Sale.  In the event the Successor Designation Option is
not  exercised during such three (3) month period, Dr.  Longworth
may sell the Capital Stock to the Purchaser, with the consent  of
the  MSO, which consent shall not be unreasonably withheld,  upon
the  terms  and  conditions set forth  in  the  Notice  of  Sale,
provided  however, that such sale shall be conditioned: (i)  upon
the  Purchaser  joining in this Agreement and  entering  into  an
employment agreement with the New PC on such terms and conditions
as  may  be  approved  by the MSO, and (ii)  upon  Dr.  Longworth
executing a Non-Competition Agreement in the form attached hereto
as Exhibit C.

      9.    Assignment of the Successor Designation  Option   The
Successor  Designation Option may be assigned by the MSO  or  any
assignee  of the MSO to OMEGA or to a duly licensed orthodontist,
by a written assignment, signed by both the MSO and the assignee.
When  the  context so requires in this Agreement, the term  "MSO"
shall be deemed to refer to an assignee holding an assignment  of
the  Successor  Designation Option with respect to  such  Capital
Stock,  and  the terms "party" and "parties" shall be  deemed  to
include

     10.  Purchase Price of the Capital Stock.

           (a)   The  purchase price ("Purchase Price")  due  and
payable  by  the  Designated  Successor  upon  exercise  of   the
Successor  Designation Option shall be an  amount  equal  to  the
product  of (a) the aggregate net amount received by the  New  PC
pursuant  to Article 6 and Schedule 3 of the Management  Services
Agreement   for  the  twelve  (12)  calendar  months  immediately
preceding  the month in which the Successor Designation  Exercise
Notice  is  delivered  to  Dr. Longworth  (or  his  successor  or
representative)  multiplied by (b) a fraction, the  numerator  of
which  is  the  number  of  shares of the  Capital  Stock  to  be
purchased  and  the denominator of which is the total  number  of
shares  of  the  Capital Stock outstanding at the  time  of  such
purchase.

           (b)   Payment  of Purchase Price.  The Purchase  Price
upon  exercise of the Successor Designation Option shall be  paid
by  the  Designated Successor executing a nonrecourse, negotiable
promissory  note, secured by the Capital Stock of Dr.  Longworth.
The note shall be for a term of five years, with interest payable
quarterly in arrears at the mid-term Applicable Federal Rate with
monthly  compounding  published by the Internal  Revenue  Service
from  time  to  time in accordance with Section  1274(d)  of  the
Internal  Revenue Code of 1986, as amended  (the "Code")  or  any
successor  provision  of  the Code, provided  however,  that  the
Designated  Successor shall be permitted to prepay such  note  at
any  time.   Principal  shall be payable  in  five  equal  annual
installments commencing six months after the closing date.

          (c)  Purchase From Dr. Longworth's Estate.

                (i)   Upon the death of Dr. Longworth and receipt
of  notice  of  a  Successor  Designation  Exercise  Notice,  Dr.
Longworth's  personal representative shall apply for  and  obtain
any  necessary court approval or confirmation of the sale of  Dr.
Longworth's  shares of Capital Stock pursuant to this  Agreement.
The  representative  of  the estate  of  Dr.  Longworth  and  the
Designated Successor shall complete such sale as soon  after  the
date  of  death as practicable, but no later than 180 days  after
such event.

                (ii) The death of Dr. Longworth's spouse, if any,
shall  not be considered the death of Dr. Longworth for  purposes
of this Agreement.

               (iii)  The estate of Dr. Longworth shall bear, and
hold the New PC harmless from, all costs and expenses incurred as
a  result  of  securing  any court orders, court  decrees,  court
approvals  or inheritance tax clearances required to  enable  the
estate  of  Dr. Longworth to transfer to the Designated Successor
full  legal and equitable tax-free title to the Capital Stock  of
Dr. Longworth.

           (d)  Other Purchases.  Except for purchases of Capital
Stock  upon exercise of the Successor Designation Option pursuant
to  Section 5(a)(i) hereof, all other purchases of Capital  Stock
pursuant  to such Option shall close thirty (30) days  after  the
date   of  any  Successor  Designation  Exercise  Notice,  unless
extended by the parties.

     11.  Insurance.

           (a)   In  order  to insure the MSO's interest  in  the
Management  Services  Agreement and  under  this  Agreement,  Dr.
Longworth  hereby consents to the acquisition and maintenance  in
force  of  a  disability insurance policy and  a  life  insurance
policy  on  Dr.  Longworth  ("Insurance  Policies").   The   life
insurance  policy may be in an aggregate face  amount  of  up  to
three  times  Dr. Longworth's income, as shown on  the  W-2  Form
prepared  by the New PC for the most recent calendar  year.   Dr.
Longworth  agrees, at the election of the MSO, to  take  whatever
actions  are necessary to facilitate the acquisition of any  such
Insurance Policy by the MSO.

           (b)   The Insurance Policies shall name the New PC  as
sole owner and beneficiary of such policies.

           (c)   As  long as the Insurance Policies provided  for
herein  are  in  full force and effect, the  MSO  shall  pay  all
premiums falling due on all such policies issued to it subject to
this Agreement.

           (d)   No  insurance company that has issued  or  shall
issue  an  Insurance Policy or Policies to the MSO  as  permitted
under  this Agreement shall be under any obligation with  respect
to the performance of the terms and conditions of this Agreement.
Any  such  company  shall  be bound only  by  the  terms  of  the
Insurance  Policy  or  Policies which  it  has  issued  or  shall
hereafter  issue and shall have no liability except as set  forth
in its policies.

      12.   Representations.  The New PC and Dr.  Longworth  each
represent and warrant to the MSO and OMEGA that as of the day and
year  first  above written and during the term of this Agreement,
Exhibit A is a true and complete listing of the Capital Stock, as
revised from time to time pursuant to this Agreement.

     13.  Restriction on Transfer.

          (a)  Except to the extent and in the manner provided in
this  Agreement or with the express prior written consent of  the
MSO  which may be granted or withheld in its absolute discretion,
Dr.  Longworth  shall  not  sell,  assign,  transfer,  pledge  or
otherwise dispose (including by gift or otherwise) of any of  his
shares of the Capital Stock.

           (b)   Issuance of Stock; Change in Ownership;  Mergers
and Consolidation.  Without the prior written consent of the MSO,
Dr.  Longworth  shall not permit the New PC to, and  the  New  PC
shall  not,  during the term of this Agreement, issue any  stock,
other  equity,  or debt of the New PC; permit any change  in  the
composition  or respective percentage ownership of  the  New  PC;
merge, consolidate or otherwise reorganize with or into any other
corporation, partnership, trade, business, or the like; amend  or
otherwise  modify  its  articles  of  incorporation  or   bylaws;
dissolve; or enter into any agreement with any person to  do  any
of the foregoing without the prior written consent of the MSO.

      14.   Delivery  of  Stock Power.  Upon  execution  of  this
Agreement, Dr. Longworth shall execute and deliver to the MSO,  a
sufficient  number  of  assignments separate  from  certificates,
endorsed  in blank to cover all of the Stock (the "Stock  Power")
held  of  record  or beneficially owned by Dr.  Longworth.   Upon
execution of this Agreement, Dr. Longworth shall deliver  to  the
MSO  all certificates heretofore issued representing all  of  the
shares  of Capital Stock held of record or beneficially owned  by
Dr.  Longworth.  Each such certificate shall have affixed to  the
back of the certificate a legend substantially as follows:

     "The  rights  of any holder of any share evidenced  by  this
     certificate,   including  the  right  to  dispose   of   the
     securities  represented by this certificate or any  interest
     therein,  are  subject to and restricted by a certain  Stock
     Put/Call  Option and Successor Designation Agreement,  dated
     January 1, 1998, among the New PC, the holder hereof and the
     MSO  and  OMEGA (as defined therein).  The New PC will  mail
     without charge to any holder of these shares a copy of  such
     agreement within five (5) days of receipt by the New PC of a
     written request therefor."

     Upon any exercise of the Successor Designation Option by the
MSO,   the  MSO  (and/or  the  Designated  Successor)  shall   be
authorized  to  complete the Stock Powers,  attach  them  to  the
certificates  and tender the same to the transfer agent  for  the
New  PC  for  reissuance in the name of the Designated Successor.
Upon  any termination of this Agreement without exercise  of  the
Successor Designation Option, the MSO shall return all such Stock
Powers to Dr. Longworth.

      15.  Confidentiality.  The parties shall use all good faith
efforts  to  keep the contents of this Agreement  and  all  other
aspects of the negotiations preceding execution of this Agreement
confidential.  Unless required by law, the New PC, Dr. Longworth,
and  the  MSO and OMEGA shall not disclose the contents  of  this
Agreement or the negotiations leading to this Agreement to  third
parties  without the prior written consent of the other  parties.
The  MSO  shall ensure that all of the assignees likewise  comply
with  the obligations of confidentiality imposed by this Section,
except  that the MSO and the assignees may disclose the  contents
of  such  to  the  extent required by law or otherwise  to  their
respective agents, representatives, contractors, and employees to
the  extent  necessary  to exercise their  respective  rights  or
perform their respective obligations hereunder.

      16.  Term.  The term of this Agreement shall commence as of
the day and year first above written and shall terminate upon the
termination of the Management Services Agreement or the  exercise
(and  consummation  of  the transaction provided  for  upon  such
exercise)  of  the Put Option, the Call Option or  the  Successor
Designation  Option as to all of the Capital Stock, as  the  case
may be (the "Term").

     17.  General

          (a)  Compliance with Law.  The New PC and Dr. Longworth
shall comply with all applicable requirements of applicable state
law  and  regulations,  and  other  licensing  and  accreditation
authorities.

          (b)  Relationship of Parties.  In the exercise of their
respective   rights  and  the  performance  of  their  respective
obligations under this Agreement, the New PC and Dr. Longworth on
the  one hand and OMEGA and the MSO (or any assignee of the  MSO)
on  the other hand are acting in the capacity of the grantor  and
grantee of an  option to purchase or to designate the purchase of
shares of Capital Stock and nothing in this Agreement is intended
nor   shall   be   construed  to  create  an   employer/employee,
partnership,  joint  venture  or a  landlord/tenant  relationship
between or among the parties.

           (c)   Assignment.  Notwithstanding any other provision
of  this  Agreement, neither this Agreement nor  the  rights  and
duties of this Agreement may be assigned or delegated by the  New
PC  or Dr. Longworth without the prior written consent of the MSO
and  OMEGA.   This  Agreement binds the  successors,  heirs,  and
authorized assignees of the parties.


           (d)  Counterparts.  This Agreement, and any amendments
thereto,  may  be executed in counterparts, each of  which  shall
constitute  an  original  document,  but  which  together   shall
constitute one and the same instrument.

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

           (f)  Notices.  Any notices required or permitted to be
given  hereunder by any party to another 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 hereafter
specify in writing:

If to the New PC
 or Dr. Longworth:            David. Longworth, D.D.S.
                         6 South Broadway
                         Watertown, South Dakota 57201

If to MSO or OMEGA:      Omega Orthodontics, Inc.
                         3621 Silver Spur Lane
                         Acton, CA 93510

           (g)   Governing Law.  This Agreement shall be governed
by and construed in accordance with the laws of the State.

           (h)  Amendment.  This Agreement may be amended at  any
time  by  agreement of the parties, provided that  any  amendment
shall be in writing and executed by the parties.

           (i)  Severability.  If any provision of this Agreement
is  held  by  a court of competent jurisdiction to be invalid  or
unenforceable,  (i)  the parties shall amend  this  Agreement  in
order to carry out the intent and essential business purposes  of
this  Agreement  as closely possible within the  requirements  of
applicable  provisions of Law as determined by such a court,  and
(ii)  the remaining provisions will nevertheless continue in full
force and effect.

           (j)  Fees and Expenses.  The New PC, Dr. Longworth and
the  MSO and OMEGA each shall bear their own expenses, including,
without limitation, attorneys' and accountants' fees, incurred in
connection  with  the  preparation  of  this  Agreement  and  the
transactions contemplated hereby.

           (k)   Exhibits  and  Schedules.  All  attachments  and
schedules  attached to this Agreement are incorporated herein  by
this  reference  and all references herein to  "Agreement"  shall
mean   this  Agreement  together  with  all  such  exhibits   and
schedules.

           (l)   Time of Essence.  Time is expressly made of  the
essence  of this Agreement in each and every provision hereof  of
which time of performance is a factor.

          (m)  Attorneys' Fees.  Should any of the parties hereto
institute  any action or proceeding to enforce this Agreement  or
any provision hereof (including without limitation, arbitration),
or  for damages by reason of any alleged breach of this Agreement
or  of  any  provision  hereof, or for a  declaration  of  rights
hereunder   (including,   without   limitation,   by   means   of
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.

           (n)   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 Agreement and the intentions of
the parties hereto.

            (o)   Rights  Cumulative.   The  various  rights  and
remedies herein granted to the respective parties hereto shall be
cumulative and in addition to any other rights any such party may
be  entitled to under law.  The exercise of one or more rights or
remedies  by a party shall not impair the right of such party  to
exercise any other right or remedy, at law or equity.

     18.  Alternative Dispute Resolution.

     18.1 General.

      (a)   If a dispute arises under this Agreement which cannot
be  resolved informally by the parties, any party may invoke  the
procedures set forth in Exhibit D hereto and the parties agree to
use  these  procedures, except paragraph (b) of this Section  18,
prior  to  any  party  pursuing other  available  remedies.   The
parties  will  meet  and attempt in good  faith  to  resolve  any
controversy  or  claim  arising  out  of  or  relating  to   this
Agreement.

          (b)  Notwithstanding anything in this Section 18 to the
contrary,  nothing  in this Section 18 shall preclude  any  party
from  seeking  a  preliminary  injunction  or  other  provisional
relief, either prior to or during the proceeding provided for  in
this  section,  if in its judgment such action  is  necessary  to
avoid irreparable damage or to preserve the status quo.

           18.2  Waiver  of Jury.  With respect  to  any  dispute
arising under or in connection with this Agreement or any related
agreement,  as  to which legal action nevertheless  occurs,  each
party  hereby irrevocably waives all rights it may have to demand
a  jury  trial.  This  waiver  is  knowingly,  intentionally  and
voluntarily made by the parties and each party acknowledges  that
no  person  acting  on behalf of the other  party  has  made  any
representation of fact to induce this waiver of trial by jury  or
in  any  way modified or nullified its effect.  The parties  each
further acknowledge that it has been represented (or has had  the
opportunity  to be represented) in the signing of this  Agreement
and  in  the making of this waiver by independent legal  counsel,
selected  of  its  own  free  will,  and  that  it  has  had  the
opportunity  to  discuss this waiver with  counsel.   Each  party
further acknowledges that it has read and understands the meaning
and ramifications of this waiver provision.

     IN WITNESS WHEREOF, the New PC, Dr. Longworth, MSO and OMEGA
have  executed this  Agreement as of the date first above written
by their duly authorized representatives as set forth below.

"NEW PC"

DAVID W. LONGWORTH, P.C.,
a South Dakota corporation


By:  /s/ David Longworth
     David Longworth, President


DR. LONGWORTH


/s/ David Longworth, D.D.S.
David Longworth, D.D.S.


"MSO"

OMEGA ORTHODONTICS OF WATERTOWN, INC.
a Delaware corporation


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

"OMEGA"
OMEGA ORTHODONTICS, INC.,
a Delaware corporation

By:  /s/ Robert J. Schulhof
   Robert J. Schulhof, President and
     Chief Executive Officer
                   SPOUSAL JOINDER AND CONSENT


      I  am  the  spouse  of David Longworth,  D.D.S.,  the  sole
Stockholder  of David W. Longworth, P.C.  To the  extent  that  I
have  any interest in any of the Capital Stock (as that  term  is
defined  in  the Stock Put/Call Option and Successor  Designation
Agreement), I hereby join in such Agreement and agree to be bound
by  its terms and conditions to the same extent as my spouse.   I
have  read  the  Stock Put/Call Option and Successor  Designation
Agreement, understand its terms and conditions, and to the extent
that  I have felt it necessary, I have retained independent legal
counsel  to  advise me concerning the legal effect of this  Stock
Put/Call Option Agreement and this Spousal Joinder and Consent.

I  understand and acknowledge that each of the MSO and  OMEGA  is
significantly  relying  on  the validity  and  accuracy  of  this
Spousal  Joinder and Consent in entering into this Stock Put/Call
Option and Successor Designation Option Agreement.

Executed this         day of December, 1997.



Signature:


Printed or Typed Name:


                           EXHIBIT A

                      ORTHODONTIC OFFICES

     The office space and related leasehold improvements
constituting the Orthodontic Offices is located at 6 South
Broadway, Watertown, South Dakota  57201.
                            EXHIBIT B


                              STOCK
                                
                     [Dr. Longworth attach]
                                
                                
                            EXHIBIT C


                    NON-COMPETITION AGREEMENT

                       [Omega to provide]


                           EXHIBIT D


           ALTERNATIVE DISPUTE RESOLUTION PROCEDURES


A.Method of Invoking ADR Procedures

     1.   These procedures may be invoked by any party to an
agreement which incorporates these procedures by giving written
notice to the other of the dispute and designating a person with
decision-making authority (the "representative") to act on behalf
of the disputing party regarding the dispute.  The other party
shall be required to respond to the disputing party's notice
within five (5) business days by designating in writing its own
representative.  A party may choose more than one person to
represent it.  If a party appoints only one representative, one
or more of its officers may nonetheless attend such meetings.

     2.   The parties, each acting through its representative,
shall meet at a mutually acceptable time and place within five
business days after the non-disputing party designates its
representative to the other.  At that meeting, the parties shall
attempt in good faith to negotiate a resolution of the dispute,
or failing that, to agree on a method for resolving the claim or
dispute.

     3.   If, within ten (10) business days after the first
meeting or within such longer period of time as the parties may
mutually agree, the parties have not succeeded in negotiating a
resolution of the claim or dispute or agreeing on a dispute
resolution mechanism, they shall submit the dispute to mediation
in accordance with the procedures set forth herein.

     4.   The parties will jointly appoint a mutually acceptable
mediator to mediate the dispute.  If the parties are unable to
agree on a mutually acceptable mediator within five (5) days
after the conclusion of the negotiations described in paragraph 3
above, then the parties shall select a neutral third party from
the Center for Public Resources, New York, New York ("CPR")
Panels of Neutrals or the American Arbitration Association
("AAA"), with the assistance of CPR or AAA, unless the parties
agree otherwise in finding a mutually acceptable mediator.

     5.   The New PC and the MSO shall each bear 50% of the fees
and costs of the mediator and any fees and costs of CPR or AAA.

     6.   The parties agree to participate in good faith in the
mediation and negotiations related thereto for a period of thirty
(30) days from appointment of a mediator by any of the parties or
the CPR or AAA.


B.   Mediation procedures

     1.   The mediator shall be neutral and impartial.

     2.   The mediator shall control the procedural aspects of
the mediation.  The parties will cooperate fully with the
mediator.


                    (a)  The mediator is free to meet and
               communicate separately with each party.

                    (b)  The mediator will decide when to hold
               joint meetings with the parties and when to hold
               separate meetings.  There shall be no stenographic
               record of any meeting.  Formal rules of evidence
               will not apply.

                    (c)  The mediator may request that there be
               no direct communication between the parties or
               between their attorneys without the concurrence of
               the mediator.

     3.   Each party may be represented by more than one person,
e.g., one or more of its officers and an attorney.  Each party
will have a representative fully authorized to negotiate a
settlement of the dispute present.

     4.   The process will be conducted expeditiously.

     5.   The mediator will not transmit information received
from any party to another party or any third person unless
authorized to do so by the party transmitting the information.

     6.   The entire process is confidential.  The parties and
the mediator will not disclose information regarding the process,
including settlement terms, to third persons, unless the parties
otherwise agree.  The process shall be treated as a compromise
negotiation for purposes of the Federal Rules of Evidence and
state rules of evidence.

     7.   The parties will refrain from pursuing administrative
and/or judicial remedies during the mediation process, except as
otherwise expressly provided in the agreement which incorporates
these procedures.

     8.   Unless all parties and the mediator otherwise agree in
writing,

                    (a)  The mediator will be disqualified as a
               witness, consultant or expert in any pending or
               future investigation, action or proceeding
               relating to the subject matter of the mediation
               (including any investigation, action or proceeding
               which involves persons not party to this
               mediation); and

                    (b)  The mediator and any documents and
               information in the mediator's possession will not
               be subpoenaed in any such investigation, action or
               proceeding, and all parties will oppose any effort
               to have the mediator and documents subpoenaed.

     9.   If the dispute goes into arbitration, the mediator
shall not serve as an arbitrator, unless the parties and the
mediator otherwise agree in writing.

     10.  The mediator, if a lawyer, may freely express views to
the parties on the legal issues of the dispute.

     11.  The mediator shall not be liable for any act or
omission in connection with the mediation.

     12.  The mediator may withdraw at any time by written notice
to the parties (i) for overriding personal reasons, (ii) if the
mediator believes that a party is not acting in good faith, or
(iii) if the mediator concludes that further mediation efforts
would not be useful.

C.   Binding Arbitration

     If the parties do not resolve the dispute through mediation
within the period provided in Part A above, the parties shall
submit the matter to binding arbitration in Boston, Massachusetts
before a qualified sole arbitrator in accordance with the then
current CPR Rules for Non-Administered Arbitration of Business
Disputes or comparable AAA rules.  The sole arbitrator shall be
agreed upon by the parties within twenty (20) days after either
party elects to submit any issue to arbitration or, failing that,
shall be selected by CPR or AAA   A qualified arbitrator is one
who is familiar with the principal subject matter of the issues
to be arbitrated such as by way of example, healthcare services
industry matters, management consulting services generally or
business law/corporate matters generally. Judgment upon the award
rendered by the arbitrator may be entered in any court having
jurisdiction.  The arbitrator shall not have the authority to
award multiple, punitive or consequential damages under any
circumstances.