EXHIBIT 10.42

BOST1-636474-2
                  MANAGEMENT SERVICES AGREEMENT
                                
                                
                                
                                
                              AMONG
                                
                                
                                
                                
                  Richard H. Villa, D.M.D., PC
                           (the "PC")
                                
                               AND
                                
                                
              Omega Orthodontics of Virginia, Inc.
                           (the "MSO")
                                
                               AND
                                
                    OMEGA Orthodontics, Inc.
                            ("OMEGA")
                       TABLE OF CONTENTS


ARTICLE  1TERM                                                  2
ARTICLE  2DUTIES OF THE MSO                                     2
 2.1 General                                                   2
 2.2 Orthodontic Office Services                               2
 2.3 Administrative Services                                   3
 2.4 Business Systems, Procedures and Forms                    3
 2.5 Purchasing, Accounts Payable, Supplies and Inventory
 Control                                                       4
 2.6 Regulatory Compliance Services                            4
 2.7 Billing, Collection                                       4
 2.8 Disbursement of Funds                                     5
 2.9 MSO Expenses                                              5
 2.10 Credit Reports                                           8
 2.11 Accounting; Bookkeeping and Reports                      8
 2.12 Marketing                                                8
 2.13 Complaints                                               8
 2.14 Practice Laws                                            8
 2.15 Monthly Meetings                                         9
 2.16 Maintenance and Cleaning Services                        9
 2.17 Licenses and Permits                                     9
 2.18 Insurance                                                9
 2.19 Practice Transition and Associate Selection              9
ARTICLE  3 DUTIES OF THE PC                                    10
 3.1 General                                                  10
 3.2 Employment of the Orthodontists and Rendering of Patient
 Care                                                         10
 3.3 Professional Services                                    10
 3.4 Records                                                  10
 3.5 Professional Expenses                                    11
 3.6 Professional Liability Insurance                         11
 3.7 Employment Agreement                                     11
ARTICLE  4 PROFESSIONAL SERVICES, CONTROL OF SOLICITATION,
APPROVAL OF ADVERTISING MATERIAL AND NO RECIPROCATION          12
ARTICLE  5 LEASE OF OFFICE FACILITIES AND EQUIPMENT            12
ARTICLE  6 COMPENSATION                                        15
ARTICLE  7 SECURITY INTEREST                                   15
ARTICLE  8 COVENANTS                                           16
 8.1 PC's Covenants                                           16
 (f)                                                          17
 8.2 MSO's Covenants                                          18
ARTICLE 9 INSURANCE AND INDEMNITY                              18
 9.1 Insurance to be Maintained by the PC                     18
 9.2 Insurance to be Maintained by the MSO                    18
 9.3 Tail Insurance Coverage                                  18
 9.4 Additional Insureds                                      18
 9.5 Indemnification                                          18
 10.1 Termination by the PC                                   19
ARTICLE  11 AUTHORIZED AGENT AND POWERS OF ATTORNEY            20
ARTICLE  12 INDEPENDENT CONTRACTOR RELATIONSHIP                21
ARTICLE  13 MISCELLANEOUS                                      21
 13.1 Access to Records                                       21
 13.2 Patient Records                                         21
 13.3 The PC's Control Over the Orthodontic Practice          21
ARTICLE 14 ALTERNATIVE DISPUTE RESOLUTION                      22
 14.1 Alternative Dispute Resolution                          22
 14.2 Waiver of Jury                                          22
ARTICLE  15 GENERAL PROVISIONS                                 23
 15.1 Notices                                                 23
 15.2 Confidentiality                                         23
 15.3 Contract Modifications for Prospective Legal Events     24
 15.4 Remedies Cumulative                                     24
 15.5 No Obligation to Third Parties                          24
 15.6 Entire Agreement; Termination of Interim Management
 Agreement                                                    24
 15.7 Assignment                                              24
 15.8 Attorneys' Fees                                         25
 15.9  Governing Law                                          25
 15.10  Events Excusing Performance                           25
 15.11  Compliance with Applicable Laws                       25
 15.12  Language Construction                                 25
 15.13  Amendments                                            25
 15.14  Severability                                          25
 15.15  No Waiver                                             26
 15.16  Captions                                              26
 15.17  Counterparts                                          26
 
                                
                  MANAGEMENT SERVICES AGREEMENT

     THIS  AGREEMENT is made effective as of this 31  st  day  of
December,  1997,  by and among RICHARD H. VILLA,  D.M.D.,  PC,  a
professional corporation (the "PC") incorporated under  the  laws
of   the  Commonwealth  of  Virginia  (the  "State"),  and  OMEGA
ORTHODONTICS  OF   VIRGINIA,  INC., a Delaware  corporation  (the
"MSO"),  and  OMEGA  ORTHODONTICS, INC., a  Delaware  corporation
("OMEGA").

     WHEREAS,   OMEGA   provides  professional   management   and
marketing services to orthodontic practices in the United States,
which  services  include providing practice  management  systems,
office  space,  equipment, furnishings and active  administrative
personnel  necessary  for the operation of orthodontic  practices
and  are  provided  directly  or  indirectly  through  management
service organizations such as the MSO;

     WHEREAS,  the  PC owns and operates an orthodontic  practice
(the   "Practice")  with  offices  located  in   the   facilities
identified  in  the  lease  attached hereto  as  Exhibit  A  (the
"Orthodontic Office") and furnishes and will furnish  orthodontic
care  to  the general public through the services of  Richard  H.
Villa,  D.M.D.  ("Dr.  Villa") who is duly licensed  to  practice
orthodontics in the State and any and all other orthodontists who
are  or become affiliated with the PC as of or following the date
hereof  and  who are or become subsequently named on  Schedule  1
hereto  (individually,  an "Orthodontist" and  collectively,  the
"Orthodontists");

     WHEREAS, as of December 20, 1997, OMEGA, Dr. Villa  and  the
PC  previously  entered  into  that  certain  Interim  Management
Agreement (the "Interim Management Agreement") pursuant to  which
OMEGA agreed to provide certain services to the PC;

     WHEREAS,  the  MSO  was  formed  and  acquired  to   provide
equipment, facilities  and personnel to, and to manage  the  non-
orthodontic business affairs of, the PC;

     WHEREAS, OMEGA, the PC and Dr. Villa have entered into  that
certain  Affiliation Agreement and Asset Purchase Agreement  (the
"Affiliation Agreement") dated as of December 20, 1997,  pursuant
to which the MSO will acquire certain assets of the PC;
     
     WHEREAS,  the PC and OMEGA desire to terminate  the  Interim
Management  Agreement upon the effective date of the  Affiliation
Agreement;

     WHEREAS,  the  MSO's services are designed  to  improve  the
efficiency  and  profitability of  the  PC  while  enhancing  the
ability  of  Dr. Villa and the Orthodontists (if any)  to  render
quality orthodontic care to the patients of the PC;

     WHEREAS,  the  PC wishes to retain the MSO  to  perform  the
functions and to provide the services described in this Agreement
to assist the PC to achieve the above goals.
     NOW,  THEREFORE,  IT IS AGREED that the  MSO  shall  perform
managerial  and  administrative services for the PC  and  provide
office space and orthodontic facilities appropriate for rendering
general orthodontic treatment at the Orthodontic Office upon  the
following terms and conditions:

                                
                                
                                
                           ARTICLE  1
                              TERM

     1.1   The  initial term of this Agreement shall commence  on
the  date first above written and continue for a period of twenty
(20)  years  (the "Initial Term"), subject, however,  to  earlier
termination in accordance with Article 10 hereof.  This Agreement
shall  continue  for two separate and successive  ten  (10)  year
periods  (each a "Renewal Term" and collectively with the Initial
Term, the "Term") unless the MSO otherwise elects upon six months
written notice to the PC prior to expiration of the Initial  Term
or any then effective Renewal Term.

                           ARTICLE  2
                        DUTIES OF THE MSO

     2.1    General.   The  MSO  shall  provide   the   PC   with
comprehensive   practice  management,  financial  and   marketing
services,  and such facilities, equipment, and support  personnel
as  are reasonably required by the PC to operate its Practice  at
the  Orthodontic Office, as determined by the MSO in consultation
with  the  PC.   The PC hereby appoints the MSO as the  sole  and
exclusive  business  manager of the PC and agrees  that  the  MSO
shall have all power and authority reasonably necessary to manage
the  non-orthodontic business affairs of the PC and carry out the
MSO's duties under this Agreement, subject to the requirements of
the  applicable provisions of State law relating to the  practice
of orthodontics.  The MSO may perform some or all of its services
at  a  location  other than at the Orthodontic  Office.   The  PC
acknowledges and agrees that the MSO may subcontract  with  other
persons or entities, including any entities related to the MSO by
ownership or control, to perform any part or all of the  services
required of the MSO hereunder.

     2.2  Orthodontic Office Services.  The MSO shall provide  or
arrange  for  the  provision  of the  office  space  and  related
leasehold  improvements to constitute the Orthodontic Office  and
related  fixtures, furniture, furnishings, equipment and  related
services   (collectively,  the  "Orthodontic  Office   Services")
described  in  Schedule  2 attached hereto  and  incorporated  by
reference, as such Schedule may be amended by the PC and the  MSO
from  time to time. The MSO shall be responsible for all repairs,
maintenance  and replacement of the Orthodontic Office  including
such leasehold improvements, fixtures, furniture, furnishings and
equipment,   except  for  repairs,  maintenance  and  replacement
necessitated  by  the  negligence of the PC,  its  employees  and
agents  (not including the MSO or its employees or agents).   The
MSO shall, on an ongoing basis, evaluate and consult with the  PC
on  the equipment needs of and the efficiency and adequacy of the
Orthodontic  Office.  The MSO shall provide telephone,  facsimile
transmission, printing, duplicating and transcribing services  as
needed, as well as all laundry, linen and uniforms.

     2.3  Administrative Services.

          (a)   The  MSO  shall  supply  secretarial,  reception,
maintenance,   front   office,  skilled  assistants   and   other
personnel,  except  duly  licensed "Practice  Providers,"  during
normal  office hours as reasonably requested by the PC, to enable
the PC to perform effectively orthodontic and treatment services.
The  MSO  shall  be  responsible for staff scheduling,  provided,
however,   that  all  Practice  Providers  including  orthodontic
assistants  and hygienists shall be under the direct  supervision
of  the  PC.   The  PC shall have sole authority  to  employ  and
terminate   the  employment  of  all  Practice  Providers.    All
personnel  placed in the Orthodontic Office by the MSO  shall  be
subject  to the approval of the PC, which approval shall  not  be
unreasonably  withheld, and the PC shall have  the  authority  to
instruct  the  MSO to terminate the employment of such  personnel
for  any  lawful  reason.  The MSO shall be responsible  for  all
personnel  wages  (excluding  wages for  Practice  Providers  and
clinical   personnel,   such   as   hygienists   and   laboratory
personnel),  withholding, fringe benefits, bonuses  and  workers'
compensation   insurance  in  connection  with   its   employees;
provided,  however,  that the PC is in full compliance  with  the
compensation provisions of this Agreement.

          (b)   "Practice  Providers" shall mean the  individuals
who  are  duly licensed to practice dentistry and/or orthodontics
in  the State including Dr. Villa and the Orthodontists (if  any)
and  other  individuals who are employees of the PC or  otherwise
under  contract  with  the PC to provide dental  or  orthodontic,
hygienic or other assistance or services to patients of the PC or
otherwise  required by applicable "Laws" (as defined  in  Section
2.6  below)  to  be  employees of the PC to provide  services  to
patients  of the Practice.  A list of all Practice Providers  and
their  relationship to the PC is set forth as Exhibit B  attached
hereto and incorporated herein by reference.  Prior to making any
changes  in the list of Practice Providers, the PC shall use  its
best efforts to consult with the MSO.  The PC also shall use  its
best efforts to consult with the MSO with regard to the terms  of
contracts  entered into between the PC and the Practice Providers
and the terms and conditions of their employment or engagement as
independent contractors.

     2.4    Business   Systems,   Procedures   and   Forms.    In
consultation  with  the PC, the MSO shall establish  standardized
business  systems and procedures for the PC, including,  but  not
limited   to,  patient  scheduling  systems,  treatment   records
systems,  financial  reporting and process  control  systems  and
patient communication management systems including any amendments
from  time to time (the "OMEGA Patient Scheduling System"),  that
are  designed to improve the PC's operating efficiency.  The  MSO
shall  analyze such information on an ongoing basis in  order  to
advise  the PC on ways of improving operating efficiencies.   The
MSO  shall  provide  training to the  staff  of  the  PC  in  the
implementation  and  operation  of  such  standardized   business
systems  and procedures.  The MSO shall additionally provide  the
PC  with  and  train  the PC's staff in the use  of  standardized
clinical forms, including, without limitation, forms for  patient
evaluations  and treatment plans.  The PC expressly  acknowledges
and  agrees  that it shall have no property rights in  the  OMEGA
Patient  Scheduling  System  and  the  other  foregoing  systems,
procedures  and  clinical  forms, and further  agrees  that  such
systems,  procedures,  and forms shall be  deemed  to  constitute
Confidential Information within the meaning of Section 8.1 hereof
and be subject to the restrictions on the use, appropriation, and
reproduction  of  such Confidential Information provided  for  in
Section 8.1.

     2.5   Purchasing, Accounts Payable, Supplies  and  Inventory
Control.   The  MSO shall be responsible for and shall  establish
and  maintain  systems  for the handling and  processing  of  all
purchasing and payment activities and for the performance of  all
payroll  and  payroll accounting functions of the  PC.   The  MSO
shall   order  and  purchase  and  maintain  all  inventory   and
orthodontic supplies as reasonably required by the PC  to  enable
the  PC  to  render  orthodontic care to its patients  including,
without   limitation,  all  orthodontic  appliances   and   other
supplies, laboratory supplies and sanitation supplies.

     2.6   Regulatory Compliance Services.  The MSO shall arrange
for  or  cause to be rendered to the PC such business, legal  and
regulatory  management  consultation  and  advice   as   may   be
reasonably  required or requested by the PC and directly  related
to the operations of the PC or its compliance with Federal, state
or local laws, rules, regulations or interpretations governing or
applicable  to the PC (collectively, "Laws"); provided,  however,
that the MSO shall not be responsible for any services related to
malpractice  or other professional service claims or matters  not
directly  related  to the operation of the PC or  its  compliance
with Laws, or for any legal or tax advice or services or personal
financial services to Dr. Villa and the Orthodontists (if any) or
any employee or agent of the PC.

     2.7  Billing, Collection.  The MSO shall be responsible for:
(i) billing and collecting payments for all orthodontic and other
professional  services  rendered  by  the  PC  and  the  Practice
Providers, with all such billing and collecting to be done in the
name  of the PC; (ii) receiving payments from patients, insurance
companies  and  all  other  third  party  payors;  (iii)   taking
possession  of  and endorsing in the name of the  PC  any  notes,
checks,  money  orders, insurance payments and other  instruments
received  in payment for services or of accounts receivable;  and
(iv)   settling  and  compromising  claims  and,   where   deemed
appropriate by the MSO and consented to (which consent shall  not
be  unreasonably  withheld or delayed) by the  Practice  Provider
rendering  the  professional  services  which  resulted  in   the
applicable   accounts   receivable,   assigning   such   accounts
receivable  to  a collection agency or the bringing  of  a  legal
action  against  a  patient or a payor on the  PC's  behalf.   In
seeking payments on behalf of the PC hereunder, the MSO shall act
as  the  PC's agent in billing and collecting professional  fees,
charges  and  other accounts owed to the PC and shall  only  bill
under  the PC's provider number. In this regard, the PC  appoints
the  MSO  for the Term of this Agreement in accordance  with  the
provisions of Article 11 hereof as its true and lawful  attorney-
in-fact for the purposes set forth above in this Section 2.7  and
in  Section 2.8 below.  The MSO does not guarantee collection and
is  not  responsible for any loss to the PC as a  result  of  any
inability to collect fees and charges.

     2.8  Disbursement of Funds.

          (a)   All  monies  collected for  the  PC  by  the  MSO
pursuant to Section 2.7 above shall be deposited into an  account
(the  "PC  Account") with a bank whose deposits are insured  with
the  Federal  Deposit Insurance Corporation  and  which  bank  is
acceptable  to the MSO and the PC (the "Bank").  The  PC  Account
shall  contain  the name of the PC, but the MSO  shall  make  all
disbursements therefrom. The MSO shall account for all monies  so
disbursed from the PC Account.
          (b)   From the funds collected and deposited by the MSO
in the PC Account, the MSO shall make for and on behalf of the PC
the following disbursements promptly, when payable:

               (1)   Compensation,  including salaries,  benefits
and other direct costs payable to Dr. Villa and the Orthodontists
(if  any)  and the other Practice Providers of the  PC,  and  all
withholding taxes and assessments payable to Federal,  state  and
local  governments  in  connection with the  employment  of  such
personnel; and

               (2)   All compensation payable to the MSO pursuant
to Article 6 hereof.

          (c)  In the event the funds in the PC Account will,  at
any  time  be  insufficient to cover the current portion  of  the
foregoing  expenses when payable, the MSO may advance to  the  PC
the  necessary funds to pay the current portion of such  expenses
for  the benefit of the PC, which advances will be deemed  to  be
loans to the PC to be repaid without interest from the PC Account
at  such  times as there are adequate funds therein or upon  such
other terms and at such times as agreed to by the PC and the MSO,
which  indebtedness  shall  not be  deemed  an  MSO  Expense  for
purposes of Section 2.9.

     2.9   MSO  Expenses.  The MSO shall be responsible  for  the
payment of all MSO Expenses, as defined below, during the term of
this  Agreement without reimbursement by the PC, unless otherwise
agreed to by the parties hereto.

          (a)   "MSO Expenses" shall mean all operating and  non-
operating  expenses  incurred  in  the  operation  of   the   PC,
including, without limitation:

               (1)  Salaries, benefits and other direct costs  of
all  employees of the MSO providing services to the PC  hereunder
(but  excluding Dr. Villa and all the Orthodontists (if any)  and
other Practice Providers);

               (2)  (i) Salaries, benefits and other direct costs
of  all  employees of the PC (other than Dr. Villa  and  all  the
Orthodontists  (if  any)  and  other  Practice  Providers),   for
services  provided  on and after the commencement  date  of  this
Agreement,  and  (ii) to the extent not paid by OMEGA  under  the
Interim  Management Agreement, all such costs of  such  employees
for  services provided on and after the commencement date of  the
Interim  Management Agreement and prior to the commencement  date
of  this Agreement, excluding any and all costs of such employees
of  the  PC which are compensation for services rendered by  such
employees   prior  to  the  commencement  date  of  the   Interim
Management Agreement.  To the extent any such excluded costs  are
paid  by  OMEGA or the MSO, as the case may be, the MSO shall  be
entitled to offset such amounts against any amounts to be paid by
the MSO to Dr. Villa pursuant to Schedule 3 of this Agreement;

               (3)   Direct costs of all employees or consultants
of  the MSO who provide services at the Orthodontic Office or  in
connection  with the PC required for improved clinic performance,
such as work management, materials management, purchasing, charge
and coding analysis, and business office consultation;

               (4)   Accounts  payable of the PC  (not  including
payroll,  "Accounts  Payable") which have accrued  prior  to  the
commencement date of the Interim Management Agreement  and  which
remain unpaid as of the commencement date of this Agreement,  but
only  to the extent that such Accounts Payable do not exceed one-
half  (1/2) of one "Average" month of Accounts Payable of the  PC
(the term "Average" shall mean an average of the Accounts Payable
of  the PC using the last 12 months prior to the end of the month
immediately  preceding  the  commencement  date  of  the  Interim
Management Agreement);

               (5)   Direct  costs associated with operating  the
Orthodontic  Office,  including  without  limitation,  utilities,
cleaning and maintenance;

               (6)   Obligations  of  the  MSO  under  leases  or
subleases  entered into in connection with the operation  of  the
Orthodontic  Office as well as utility expenses relating  to  the
Orthodontic Office;

               (7)   Personal  property and  intangible  property
taxes  assessed against the MSO's assets used in connection  with
the  operation of the Orthodontic Office, commencing on the  date
of this Agreement;

               (8)   In  the  event  an  opportunity  arises  for
additional  Orthodontists to become employed by the PC  or  other
orthodontic  entities to merge with the PC, actual  out-of-pocket
expenses  of the MSO personnel working on a specified  employment
arrangement or merger, whether or not such employment arrangement
or merger is consummated;

               (9)   Other  expenses  incurred  by  the  MSO   in
carrying  out its obligations under this Agreement, but excluding
any  corporate  overhead  costs of the  MSO  or  any  corporation
affiliated with the MSO not specifically listed above.

          "MSO Expenses" shall not include:

               (1)   Any Federal, state or local income taxes  of
the  PC,  Dr. Villa and the Orthodontists (if any) and the  other
Practice  Providers, or the costs of preparing Federal, state  or
local tax returns thereof;
               (2)  Salaries, benefits and other direct costs  of
employing Dr. Villa and the Orthodontists (if any) and the  other
Practice Providers;

               (3)  Physician licensure fees, board certification
fees  and  costs  of membership in professional associations  and
societies  for  Practice Providers beyond any reimbursement  made
under the "Approved Budget", as defined below;
          
               (4)   Professional  liability  insurance  for  the
Practice  Providers  as provided for under  Section  3.6  hereof,
beyond any reimbursement made under the Approved Budget;

               (5)   Costs  of continuing professional  education
for  Practice  Providers, including travel and related  expenses,
beyond any reimbursement made under the Approved Budget;

               (6)   Costs associated with legal, accounting  and
professional  services incurred by or on behalf of the  PC  other
than as otherwise expressly provided for in Section 2.6 hereof;

               (7)   Liability judgments assessed against the  PC
or  the  Practice Providers in excess of policy limits or  within
the deductible limits of any policy;

               (8)   Direct  personal expenses  of  the  Practice
Providers  of a kind which the PC may have historically  provided
or  charged to its Practice Providers (including, but not limited
to,  car  allowances  and other expenses which  are  personal  in
nature);

               (9)  Charitable contributions by the PC beyond any
reimbursements made under the Approved Budget; and

               (10)   Any  other  expenses  which  are  expressly
designated herein as expenses or responsibilities of the PC.

     Notwithstanding the foregoing, the cost of  any  "lump  sum"
payments,  including  but  not limited to  bonuses,  accrued  but
unpaid  sick leave and other similar payments, made  to employees
of  the  PC (other than the individuals who are duly licensed  to
practice  dentistry and/or orthodontics in the  State  and  other
individuals  who  are  employees of the  PC  or  otherwise  under
contract  with the PC to provide dental or orthodontic,  hygienic
or  other  assistance  or  services to  patients  of  the  PC  or
otherwise required by applicable Laws to be employees of  the  PC
to provide services to patients of the Practice) and to employees
of the MSO shall be shared equally by the PC and the MSO.

     As  used  in this Section 2.9, "Approved Budget" means,  for
each  fiscal year, the aggregate maximum amount that the MSO will
reimburse   the   PC   for   physician  licensure   fees,   board
certification   fees,   costs  of  membership   in   professional
associations  and societies for Practice Providers,  professional
liability   insurance  for  the  Practice  Providers,  continuing
professional  education costs for Practice  Providers,  including
travel and related expenses,  and charitable contributions.   The
PC  and  the  MSO agree that the aggregate maximum annual  amount
shall be $5,000.

     2.10  Credit  Reports.  When requested by  the  PC,  or  its
authorized representative, the MSO shall obtain on behalf of  the
PC  information with regard to the ability of patients to pay for
the services to be rendered by the PC.  The MSO shall collect all
information and determine, to the best of its ability, whether or
not  patients can pay for services rendered by the PC, either  in
cash or by insurance.  Such determination shall be subject to the
reasonable approval by the PC, and as between the PC and the MSO,
the  PC  shall bear the risk of claims by potential patients  who
may be denied credit.

     2.11  Accounting; Bookkeeping and Reports.   The  MSO  shall
provide  for  or  arrange  for  all  accounting  and  bookkeeping
services  related  to  the PC's operations,  provided  that  such
services  are  incurred in the ordinary course of  business.   In
addition, the MSO shall provide the PC with an unaudited internal
monthly  statement within twenty (20) days after the end of  each
month  and  a quarterly review within thirty (30) days after  the
end   of  each  quarter,  respectively,  of  the  MSO's  internal
statements related to the PC, as well as the books and records of
the  PC,  all prepared by or with the assistance of an accountant
chosen by the MSO.  At the end of each fiscal year of the PC, the
MSO  shall arrange for a financial statement with respect to  the
PC  to be prepared by the MSO's accountant.  At the PC's request,
the  MSO  shall  prepare reports indicating the  gross  revenues,
number  of patients, type of patients, and the activity  and  the
productivity of the PC. The MSO shall assist and advise the PC in
the financial management of the PC.

     2.12  Marketing.   The  MSO  shall  design  and  execute   a
marketing  plan to promote the PC's professional  services.   The
MSO shall also make available to the PC all brochures, contracts,
and other materials reasonably related to the carrying out of the
business  purposes of the PC, including all stationery,  printing
and  postage  costs in connection therewith.  In connection  with
such  marketing  plan, the MSO shall advise  Dr.  Villa  and  the
Orthodontists (if any) on establishing and maintaining a plan for
patients'  payments for orthodontic services  on  an  installment
plan   basis.   All  marketing  activities  hereunder  shall   be
conducted  in  compliance  with  all  applicable  Laws  governing
advertising by the orthodontic profession.

     2.13  Complaints.  The MSO shall assist the PC  in  handling
all  complaints, grievances and disputes involving the PC and the
Practice  Providers and any patients or third parties.   However,
the  MSO  shall  have  no control over the  PC's  patients.   All
decisions  concerning the PC's patients shall be made by  the  PC
and the Practice Providers.

     2.14  Practice Laws.  Notwithstanding any provision in  this
Agreement,  the MSO shall not take any action in connection  with
the  services  to  be rendered hereunder that violates  any  Law,
including, without limitation, the performance of any task or the
taking  of any action which violates any Law of the State  as  it
relates to professional orthodontic practices.

     2.15  Monthly Meetings.  The MSO shall initiate  monthly  or
more  frequent  meetings with the PC regarding the  policies  and
procedures for the operation of the PC.

     2.16  Maintenance  and  Cleaning Services.   The  MSO  shall
arrange for security, maintenance and cleaning of the Orthodontic
Office, including the furniture, fixtures and equipment therein.

     2.17  Licenses and Permits.  The MSO shall provide  and  pay
for  all business and other licenses and permits as necessary  to
operate   the   PC   except  those  related  to   licensure   and
certifications of the Practice Providers. The MSO  shall  prepare
and  file  all  reports, forms and returns  required  by  Law  in
connection  with  workers' compensation, unemployment  insurance,
social security and other similar Laws with respect to the  MSO's
employees and with respect to the PC's employees (other than  Dr.
Villa  and  all  the  Orthodontists (if any) and  other  Practice
Providers).

     2.18 Insurance.  The MSO shall provide and pay for customary
office   property  damage  and  liability  insurance,   including
business   interruption  insurance,  not  including  professional
liability insurance (which shall be and remain the responsibility
of the PC).

     2.19 Practice Transition and Associate Selection.  Dr. Villa
and  the  Orthodontists (if any) shall keep the MSO  informed  of
retirement goals on an ongoing basis. Upon request of the PC, the
MSO  will  conduct  a search for an appropriate orthodontist  and
other professionals (collectively, "Practice Associates") for the
purposes  of accommodating practice growth, reducing doctor  work
schedule,  or planned retirement.  Such search shall include  use
by  the  MSO  of  a  national  journal  advertising  program  and
networking  in  the  profession to  locate  appropriate  Practice
Associates.   The MSO estimates that it could take  approximately
two  years for such a search.  The MSO will provide screening  of
all  applicants and will then present appropriate applicants  for
final  selection  by  the PC.  The PC shall  be  responsible  for
interviewing  and selecting each Practice Associate.   After  the
Practice  Associate(s) is (are) selected by the PC, the MSO  will
assist  the PC with a trial plan of approximately six months  for
the  new Practice Associate(s).  It is understood that at the end
of  this  period either the PC or the new Practice Associate  may
terminate   the   relationship.  All  such  Practice   Associates
recruited  by  the  MSO as may be accepted by  the  PC  shall  be
employees of the PC (if so employed) and not of the MSO.  The MSO
will   confer  with  the  PC  on  an  appropriate  salary/work-in
arrangement   for  a  new  Practice  Associate  and   the   final
arrangements shall be determined by the PC.


                           ARTICLE  3
                        DUTIES OF THE PC


     3.1    General.   The  PC  shall  be  responsible  for   the
management  of  its  practice  and  the  Orthodontic  Office,  in
accordance with the requirements of the Laws of the State.

     3.2   Employment  of  the  Orthodontists  and  Rendering  of
Patient Care.  The PC shall be responsible for the employment and
professional  supervision of Dr. Villa and all Orthodontists  and
the other Practice Providers and all orthodontic care rendered to
patients  shall  be rendered by Dr. Villa and such Orthodontists.
Additionally,  the PC shall be responsible for  the  professional
supervision of all other Practice Providers in their rendering of
patient care.

     3.3  Professional Services.  The PC shall use and occupy the
Orthodontic  Office  designated on Schedule 2 hereof  exclusively
for the practice and rendering of orthodontic services, and shall
comply  with all applicable Laws and all standards of orthodontic
care.   It  is  expressly acknowledged by the  parties  that  the
Practice  conducted at the Orthodontic Office shall be  conducted
solely  by Dr. Villa and the Orthodontists and the other Practice
Providers  acting under the supervision and control of Dr.  Villa
and  the Orthodontists (if any), and no other orthodontist  shall
be  permitted  to use or occupy the Orthodontic Office.   The  PC
shall  provide  professional services to  patients  hereunder  in
compliance at all times with ethical standards and Laws  applying
to  the  orthodontic profession.  The PC shall  ensure  that  Dr.
Villa and each Orthodontist who provides orthodontic services  to
patients  is  licensed  by the State.   In  the  event  that  any
disciplinary, medical malpractice or other actions are  initiated
or  threatened  against  Dr. Villa or any Orthodontist  or  other
Practice  Provider, the PC shall immediately inform  the  MSO  of
such  action and the underlying facts and circumstances,  subject
to  such confidentiality agreement or arrangements as the PC  and
the  MSO shall mutually determine at or prior to the time of such
disclosure.   The PC agrees to cooperate with and participate  in
quality assurance/utilization review programs established by  the
MSO   or   mandated  by  accreditation  and  licensure  standards
applicable   to  the  practice  of  orthodontics.    Deficiencies
discovered in the performance of any personnel or in the  quality
of  professional  services shall be reported immediately  to  the
MSO,  and appropriate steps shall be taken by the PC at  once  to
remedy such deficiencies.

     3.4   Records.   The  PC  will keep  or  cause  to  be  kept
accurate,  complete and timely dental and other  records  of  all
patients.   The  management of all dental and patient  files  and
records  shall  comply with all applicable Laws  regarding  their
confidentiality and retention and all files and records shall  be
located  so  that they are readily accessible for  patient  care,
consistent  with  ordinary  records  management  practices.  Such
records shall be sufficient to enable the MSO, on behalf  of  the
PC,  to  obtain payments for services and related charges and  to
facilitate  the  delivery  of quality patient  care  by  the  PC.
Notwithstanding  the foregoing, patient dental records  shall  be
and  remain the property of the PC and the contents thereof shall
be solely the responsibility of the PC.

     3.5    Professional  Expenses.   The  PC  shall  be   solely
responsible for the cost of professional licensure fees and board
certification  fees, membership in professional associations  and
continuing  professional education incurred by each  Orthodontist
and  other  Practice Provider employed by the PC.  The MSO  shall
reimburse  the  PC  for  such expenses  in  accordance  with  the
Approved Budget.  The PC shall ensure that Dr. Villa and all  the
Orthodontists  employed by the PC participate in such  continuing
education as is necessary for Dr. Villa and such Orthodontists to
remain current.

     3.6    Professional  Liability  Insurance.   The  PC   shall
provide, or arrange for the provision of, and maintain throughout
the  Term  of  this  Agreement, professional liability  insurance
coverage  in accordance with the provisions of Article 9  hereof.
The  PC  shall also cooperate in any programs recommended by  the
MSO  to  assure that each of its Orthodontists is insurable,  and
that  Dr. Villa and each Orthodontist participates in an on-going
risk management program.

     3.7   Employment Agreement.  The parties recognize that  the
services  to be provided by the MSO are feasible only if  the  PC
operates  an active orthodontic practice to which it,  Dr.  Villa
and  each  Orthodontist associated with the PC devote their  full
time and attention, unless other specific provisions are made  in
writing and mutually agreed upon by the MSO and PC.  The PC  will
cause  Dr. Villa and each individual Orthodontist who now  is  or
hereafter becomes affiliated with the PC to enter into a  written
employment agreement (the "Employment Agreement") satisfactory in
form and substance to the MSO, pursuant to which Dr. Villa or the
Orthodontist  shall  agree not to establish, operate  or  provide
orthodontic or dental services, without the prior written consent
of  both the PC and the MSO, at any office or facility other than
the  Orthodontic Office.  In addition, such Employment  Agreement
shall provide by its own terms or by a separate agreement that if
Dr. Villa's or such Orthodontist's employment shall terminate for
any reason during the Term of this Agreement, for a period of  18
months   after   the   termination  of  Dr.   Villa's   or   such
Orthodontist's  Employment Agreement with the PC,  Dr.  Villa  or
such  Orthodontist  shall  agree not  to  establish,  operate  or
provide orthodontic or dental services, without the prior written
consent  of  both the PC and the MSO, at any office  practice  or
facility  whatsoever providing services similar to those provided
by  the  PC at any orthodontic office within a fifteen (15)  mile
radius.  Such Employment Agreement (or separate agreement)  shall
also  provide, among other things, that in the event of a  breach
of  Dr.  Villa's or the Orthodontist's agreement not  to  compete
with  the  PC  provided  for  in such  Employment  Agreement  (or
separate  agreement), the MSO shall be entitled  to  receive,  in
addition  to  other  remedies and not by way of  an  election  of
remedies,  liquidated damages equaling the greater  of:  (a)  Dr.
Villa's  or such Orthodontist's income, as shown on the W-2  form
prepared  by  the PC, for the most recent calendar year;  or  (b)
$300,000.   Such  payment shall be made to  the  MSO  by  the  PC
immediately  following receipt of the payment from Dr.  Villa  or
the  breaching Orthodontist by the PC.  Each of the MSO and OMEGA
shall  be  expressly named as a third-party beneficiary  to  such
agreements between the PC and Dr. Villa and each Orthodontist and
the  rights  and  remedies  of the MSO and  OMEGA  thereunder  or
otherwise  in respect of the restrictive covenants set  forth  in
such agreements shall survive termination of this Agreement.


                           ARTICLE  4
        PROFESSIONAL SERVICES, CONTROL OF SOLICITATION,
     APPROVAL OF ADVERTISING MATERIAL AND NO RECIPROCATION


     4.1   A fundamental understanding between the parties hereto
is  that the rendering of orthodontic services by the PC shall be
separate  and  independent from the provision of  administrative,
management and support services by the MSO.  Thus, the  PC  shall
have   sole  and  absolute  control  of  the  delivery   of   all
professional services and treatment rendered to patients  at  the
Orthodontic Office.

     4.2  No employee or other representative of the MSO shall be
engaged  in  solicitation of, or allowed to solicit, patients  on
behalf  of  the PC, nor shall the MSO have any control  over  the
PC's patients.

     4.3   No  advertising  or promotional  materials,  or  other
materials of any nature, including billing and collection  forms,
reports,  agreements, correspondence, or similar materials,  used
in  connection  with the PC shall be used or distributed  without
having first been approved by the PC.

     4.4   The  parties  hereby acknowledge and  agree  that  the
benefits  conferred upon each of them hereunder  neither  require
nor are in any way contingent upon the admission, recommendation,
referral, or any other arrangement for the provision of any  item
or  service offered by the MSO to any patients of the PC  or  its
shareholders,  officers,  directors,  employees,  contractors  or
agents,  nor  are  such benefits in any way contingent  upon  the
recommendation,  referral  or  any  other  arrangement  for   the
provision of any item or service offered by the PC or any of  its
Practice Providers, employees, contractors or agents.

                           ARTICLE  5
            LEASE OF OFFICE FACILITIES AND EQUIPMENT

     5.1   In  consideration of the sums to be paid  to  the  MSO
under the terms of this Agreement, the MSO hereby leases or  sub-
leases,  as  applicable,  to  the PC  during  the  Term  of  this
Agreement  the Orthodontic Office, and the leasehold improvements
and  fixtures, furniture and equipment at the Orthodontic  Office
as  listed  from time to time on Schedule 2 attached  hereto  and
incorporated herein by this reference, under the following  terms
and conditions:

          (a)   The MSO is the lessee by assignment under a lease
for  the  premises occupied by the PC (collectively, the  "Master
Lease")  a  copy  of which is attached hereto as  Exhibit  A  and
incorporated   herein   by  this  reference.    The   PC   hereby
acknowledges  that the premises described under the Master  Lease
are  suitable  for  the  PC's orthodontic  practice.   Based  and
contingent  upon the PC's promise to timely pay all  amounts  due
under  this  Agreement,  the MSO hereby agrees  to  sublease  the
leased   premises  to  the  PC  upon  the  following  terms   and
conditions:

               (i)   This sublease between the MSO and the PC  of
the  premises shall be subject to all of the terms and conditions
of  the  Master  Lease.  In the event of the termination  of  the
MSO's  interest as lessee under the Master Lease for any  reason,
then  the sublease created hereby shall simultaneously terminate,
unless  the PC assumes the obligations under the Master Lease  in
question and the Lessor consents thereto.

               (ii) All of the terms and conditions contained  in
the  Master Lease are incorporated herein as terms and conditions
of  the  sublease  (with each reference therein to  "Lessor"  and
"Lessee,"  to  be  deemed  to  refer  to  the  MSO  and  the  PC,
respectively)  and,  along with the provisions  of  this  Section
5.1(a)  and  Exhibit  "A,"  shall  be  the  complete  terms   and
conditions of the sublease created hereby.

               (iii)       Notwithstanding  the   foregoing,   as
between the MSO and the PC, the MSO shall  remain responsible for
meeting  the obligations of "Lessee" under the sections  entitled
Rent,   Additional  Rent  Adjustment,  Insurance   on   Fixtures,
Liability  Insurance, Repairs, and Taxes of the Master Lease,  or
the  sections  containing  provisions relating  to  the  subjects
described  in  such  titles, as the case may  be,  all  of  which
obligations shall be considered MSO Expenses hereunder and the PC
shall  have no monetary obligation in that regard.  In  addition,
as  between the MSO and the PC, the MSO shall retain the right to
exercise  any options to purchase the premises, or other  similar
rights of ownership or possession, which may be granted under the
Master Lease, and the PC shall have no rights in that regard.

               (iv)  In  the  event this Agreement is  terminated
according  to  its  terms,  this sublease  shall  also  terminate
automatically.

               (v)   If  the Master Lease contains an  option  to
renew the terms thereof, the MSO shall notify the PC, at least 30
days  prior  to  the expiration of the time for  exercising  such
option,  of  the MSO's intention to renew or not  to  renew  such
term.   If  the  MSO determines not to renew such term,  the  MSO
shall  provide or arrange for the provision of comparable  office
space (the "Substitute Orthodontic Office") within a radius of 15
miles  of  the  Orthodontic Office, which Substitute  Orthodontic
Office shall be subject to the approval of the PC (which approval
shall  not  be unreasonably withheld or delayed).  The  lease  or
sublease  for such Substitute Orthodontic Office, as  applicable,
shall  be substituted for the lease described on Exhibit A hereto
and  all  references  to the "Master Lease" shall  thereafter  be
applicable   to   the  lease  or  sublease  for  the   Substitute
Orthodontic Office for purposes of this Agreement, ab initio.

               (vi) The Alternative Dispute Resolution provisions
set  forth in Article 14 of this Agreement shall not apply to any
issues  concerning the Sub-Lease, the PC's tenancy or  the  MSO's
rights and remedies as Sub-Lessor.

     5.2   The MSO shall provide the PC at the Orthodontic Office
such  additional  leasehold  improvements,  fixtures,  furniture,
furnishings and equipment as may be mutually agreed to  with  the
PC and reflected from time to time on a supplement to Schedule  2
attached hereto and incorporated by reference. The use by the  PC
of  all  leasehold improvements, fixtures, furniture, furnishings
and   equipment  provided  hereunder  shall  be  subject  to  the
following conditions:

          (a)    Title   to   all  such  leasehold  improvements,
fixtures,  furnishings, furniture and equipment shall  remain  in
the  MSO  and  upon termination of this Agreement, the  PC  shall
immediately return and surrender all such leasehold improvements,
fixtures, furniture, furnishings and equipment to the MSO  in  as
good condition as when received, normal wear and tear excepted.

          (b)   The  MSO  shall be fully and entirely responsible
for   all   repairs  and  maintenance  of  all   such   leasehold
improvements,  fixtures,  furniture,  furnishings  and  equipment
(other   than  repairs  and  maintenance  necessitated   by   the
negligence of the PC, its employees and agents (not including the
MSO or its employees or agents)); provided, however, that the  PC
agrees  that  it  will use its best efforts  to  prevent  damage,
excessive wear, and breakdown of all such leasehold improvements,
fixtures, furniture, furnishings and equipment, and shall  advise
the MSO of any and all needed repairs and equipment failures.

          (c)  The obligation of the MSO to provide the leasehold
improvements,  fixtures,  furniture,  furnishings  and  equipment
stated herein shall be concurrent and co-extensive with the  Term
of this Agreement.

     5.3. No Warranty.5.3. No Warranty.

          (a)   THE  PC  ACKNOWLEDGES  THAT  THE  MSO  MAKES   NO
WARRANTIES  OR  REPRESENTATIONS, EXPRESS OR IMPLIED,  AS  TO  THE
SUITABILITY OR ADEQUACY OF ANY LEASEHOLD IMPROVEMENTS,  FIXTURES,
FURNITURE, FURNISHINGS, EQUIPMENT, INVENTORY OR SUPPLIES PROVIDED
OR LEASED OR SUBLEASED PURSUANT TO THIS AGREEMENT FOR THE CONDUCT
OF AN ORTHODONTICS PRACTICE OR FOR ANY OTHER PARTICULAR PURPOSE.

          (b)   Nothing  in this Agreement shall be construed  to
affect  or  limit in any way the professional discretion  of  the
Practice   Providers  to  select  and  use  fixtures,  furniture,
furnishings  and equipment, inventory and supplies  purchased  or
provided  by  the MSO in accordance with the provisions  of  this
Agreement insofar as such selection or use constitutes  or  might
constitute the practice of dentistry or orthodontics.


                           ARTICLE  6
                          COMPENSATION

     As  consideration for the performance of all of  its  duties
and  obligations as provided in this Agreement, including but not
limited to, the costs and expenses associated with furnishing the
services,    personnel,   facilities,   leasehold   improvements,
fixtures,  furniture,  furnishings,  equipment,  inventories  and
supplies  provided for herein, the MSO shall receive compensation
in  the  form of monthly management fees (the "Management  Fees")
based upon a predetermined percentage of the "Practice Revenues",
as  defined and determined in accordance with the provisions  set
forth  in  Schedule 3 attached hereto and incorporated herein  by
this  reference, as such Schedule may be amended in  writing  and
signed  by  the  PC  and  the  MSO from  time  to  time.   It  is
acknowledged  by  and  between the parties hereto  that  the  MSO
and/or  its  affiliates has (have) incurred substantial  expenses
and  future  obligations in acquiring certain assets of  the  PC,
acquiring  or  otherwise  establishing  the  Orthodontic  Office,
establishing  its  systems, including fees  for  consultants  and
other  professionals,  interest expense, lease  obligations,  and
costs  of  furnishing or refurbishing the premises at  which  the
Orthodontic  Office  is  located.   The  MSO  has  also   assumed
substantial obligations associated with the continuing  operation
of the Orthodontic Office, including those of lessee, obligor and
guarantor  and  obligor  on loans to establish  and  operate  the
Orthodontic  Office.  The parties, therefore,  having  considered
various  compensation formulae, acknowledge  and  agree  that  in
order for the MSO to receive a fair and reasonable return for its
expenses and obligations, and a fair return for the lease of  the
premises   and   equipment   and  for  providing   the   services
contemplated  hereunder,  that the  agreed  compensation  is  not
excessive.  The PC acknowledges that the compensation arrangement
is  reasonable under the circumstances noted herein and Dr. Villa
has  executed  an  Affidavit attesting  to  this  fact  which  is
attached  hereto  and  incorporated  herein  as  Exhibit  C.   In
consideration  of  the  foregoing, the  parties  agree  that  the
monthly Management Fees payable to the MSO by the PC for services
rendered  pursuant  to  this  Agreement  shall  be  reviewed  and
subject  to adjustment at the close of each year of the  Term  of
this Agreement based upon industry standards of practice and  the
MSO's  costs in performing the required services.  If the parties
cannot  agree within thirty (30) days prior to the close  of  any
such  year on the terms of any adjustment to the Management  Fees
for  the  following year, then the then existing Management  Fees
shall remain in effect.  The PC specifically agrees that the  MSO
may  defer  actual receipt of its Management Fees and/or  advance
monies  for purposes of managing the PC's cash flow, and the  MSO
may  repay  itself such advances or pay said deferred  Management
Fees when it deems appropriate.

                           ARTICLE  7
                       SECURITY INTEREST

     As  assurance and collateral security for the payment of the
monthly  Management  Fees  owed  to  the  MSO  pursuant  to  this
Agreement  and any funds advanced by the MSO to or on  behalf  of
the PC pursuant to this Agreement and for the faithful and timely
performance  of all the covenants and conditions to be  performed
by  the  PC under this Agreement, the PC hereby pledges,  grants,
bargains,  assigns and transfers to the MSO a security  interest,
pursuant to the Uniform Commercial Code of the State, in  and  to
all  Practice Revenue and  accounts receivable of patients of the
PC,   together  with  all  proceeds  thereof  (collectively,  the
"Collateral"), and further agrees not to pledge, assign, transfer
or  convey  any  of  the  Collateral or any  proceeds  therefrom,
without  the  prior  written  consent  of  the  MSO,  except   to
affiliates  of  the MSO.  Concurrent with the execution  of  this
Agreement, the PC shall execute a Security Agreement, similar  in
form  and  content  as  that attached hereto  as  Exhibit  D  and
incorporated herein by this reference in order that the  MSO  may
perfect its interest in the Collateral.  The PC expressly  agrees
to  execute and deliver any appropriate UCC-1 Financing Statement
and UCC-1 Fixture filings, if so requested in writing by the MSO.


                           ARTICLE  8
                           COVENANTS

     8.1  PC's Covenants.  As further consideration for the MSO's
performance of the terms and conditions of this Agreement, the PC
covenants,  represents and warrants as follows (which  covenants,
representations  and warranties shall survive  the  execution  of
this Agreement):
          (a)   The PC shall comply with all Laws and ethical and
professional standards applicable to the practice of orthodontics
and cause all of its employees to do the same.

          (b)   The  PC shall provide quality services and  shall
cause  Dr.  Villa  and the Orthodontists (if any)  to  serve  the
orthodontic needs of the patients of the PC.  The PC covenants to
monitor  rigorously utilization and quality of services  provided
at  the Orthodontic Office and shall take all steps necessary  to
remedy  any and all deficiencies in the efficiency or the quality
of orthodontic care provided.

          (c)   During the Term of this Agreement, the  PC  shall
not,  directly or indirectly, own an interest in, operate,  join,
control,  participate in or be connected in any manner  with  any
corporation,   partnership,  proprietorship,  firm,  association,
person  or entity providing orthodontic care in competition  with
the  practice at the Orthodontic Office, or any other orthodontic
practice managed by the MSO, within a radius of 15 miles  of  the
Orthodontic Office or of such other orthodontic practice, without
the MSO's prior written consent.

          (d)   The  PC  recognizes the proprietary  interest  of
OMEGA  in and to its OMEGA Patient Scheduling System and the  MSO
in  its systems for managing the delivery of orthodontic care and
all  policies,  procedures, operating manuals, forms,  contracts,
computer  software, related materials and other  information,  as
amended  from time to time (collectively, the "MSO Information"),
regarding such systems.  The PC acknowledges and agrees that  all
information, whether imparted orally or in writing,  relating  to
the  OMEGA  Patient  Scheduling System and  the  MSO  Information
(collectively  the "Confidential Information") constitutes  trade
secrets  of OMEGA and/or the MSO.  The PC hereby waives  any  and
all  right,  title  and  interest in  and  to  such  Confidential
Information.  Upon expiration or termination of this Agreement by
either  party for any reason whatsoever, the PC, at its  expense,
shall  immediately  return  and  shall  cause  its  shareholders,
directors,   officers,   affiliates,  partners,   employees   and
independent  contractors to immediately return to  OMEGA  or  the
MSO, as applicable, all Confidential Information, and the PC will
not,  and  will  cause  its  shareholders,  directors,  officers,
affiliates,  partners, employees and independent contractors  not
to,  thereafter  use, appropriate, disclose,  or  reproduce  such
Confidential Information.

          (e)   The PC acknowledges and agrees that OMEGA and the
MSO  are  entitled  to prevent their respective competitors  from
obtaining and utilizing their respective trade secrets.   The  PC
further agrees and acknowledges that the Confidential Information
is  disclosed  in confidence and with the understanding  that  it
constitutes valuable business information developed  by  the  MSO
with  the assistance of OMEGA, or OMEGA, as the case may  be,  at
great  expenditures of time, effort and money.  The PC agrees  to
hold  in  trust  and keep strictly confidential the  Confidential
Information  and not to disclose it or allow it to  be  disclosed
directly or indirectly to any person or entity other than persons
who  are  engaged by the PC to perform duties in connection  with
the  PC and who have a need to know such Confidential Information
in the performance of their duties for the PC, without OMEGA's or
the  MSO's  prior written consent, as the case may  be.   The  PC
acknowledges its fiduciary obligations to OMEGA and the  MSO  and
the  confidentiality of its relationships with OMEGA and the  MSO
and  of  any  information relating to the services  and  business
methods of OMEGA and the MSO which it may obtain during the  term
of  this Agreement.  The  PC shall not, either during the term of
this  Agreement  or  at any time after the expiration  or  sooner
termination  hereof, disclose to anyone, other than employees  or
independent contractors of OMEGA and the MSO who use OMEGA's  and
the  MSO's  system  in  the course of the  performance  of  their
duties, any Confidential Information or trade secrets obtained by
the  PC.   The PC also agrees to place any persons to  whom  said
information  is  disclosed for the purpose of  performance  under
legal   obligation   to  treat  such  information   as   strictly
confidential.   The  PC  acknowledges  that  the  disclosure   of
Confidential  Information to it by the MSO is  done  in  reliance
upon its representations and covenants in this Agreement.

          (f)   The PC further expressly acknowledges and  agrees
that  any use, appropriation, disclosure or reproduction  of  any
Confidential  Information in breach or violation of  any  of  the
representations  or  covenants of  this  Section  8.1  after  the
expiration  or  termination  of this  Agreement  will  result  in
irreparable injury to the MSO and OMEGA, that the remedy  at  law
for  the foregoing would be inadequate, and that in the event  of
any  such use, appropriation, disclosure or reproduction  of  any
such Confidential Information after the termination or expiration
of  this  Agreement, the MSO and OMEGA, in addition to any  other
remedies or damages available to either or both of them, shall be
entitled to injunctive relief, including specific performance, or
other  equitable relief without the necessity of  proving  actual
damages or posting any bond or other security, but such rights to
relief  shall not preclude the MSO and OMEGA from other  remedies
which may be available to either or both of them hereunder.

     8.2  MSO's Covenants.  As further consideration for the PC's
performance  of  the terms and conditions of this Agreement,  the
MSO   covenants,   represents  and  warrants  (which   covenants,
representations  and warranties shall survive  the  execution  of
this  Agreement) that during the Term of this Agreement, the  MSO
agrees  not  to  establish,  develop  or  open  any  offices   in
affiliation with an orthodontist for the provision of orthodontic
services  within  a  15  mile radius of the  Orthodontic  Office,
without the express written consent of the PC.

                           ARTICLE 9
                    INSURANCE AND INDEMNITY

     9.1   Insurance  to be Maintained by the PC. Throughout  the
Term  of this Agreement, the PC shall maintain in full force  and
effect comprehensive professional liability insurance with limits
of  not  less than $500,000 per occurrence and $1,000,000  annual
aggregate  for Dr. Villa and each of the Orthodontists  providing
services  for  the PC and a separate limit for the  PC.   The  PC
shall  be responsible for all liabilities within deductibles  and
for  all  liabilities in excess of the limits of  such  policies.
The MSO agrees to negotiate for and cause premiums to be paid  on
behalf  of  the  PC with respect to such insurance.   Deductibles
with respect to such policies shall not be MSO Expenses. The  MSO
shall  reimburse  the  PC  for premiums in  accordance  with  the
Approved  Budget.   The PC also agrees to name the MSO and  OMEGA
as co-insureds.  The PC agrees to deliver to the MSO and OMEGA  a
certificate of insurance indicating such coverage.

     9.2   Insurance to be Maintained by the MSO.  Throughout the
Term  of  this Agreement, the MSO will use reasonable efforts  to
provide  and  maintain,  as  an MSO  Expense:  (a)  comprehensive
professional  liability insurance for all professional  employees
of  the MSO with limits as determined reasonable by the MSO;  and
(b)   comprehensive  general  liability  and  property  insurance
covering the Orthodontic Office premises and operations.

     9.3   Tail Insurance Coverage.  The PC will cause Dr.  Villa
and  each Orthodontist (if any) providing services to enter  into
an  agreement with the PC that upon termination of Dr. Villa's or
such  Orthodontist's relationship with the PC,  for  any  reason,
tail  insurance coverage will be purchased by Dr. Villa  or  such
Orthodontist.  Such provisions may be contained in an  employment
agreement,  restrictive  covenant agreement  or  other  agreement
entered into by the PC and Dr. Villa or the Orthodontist, and the
PC  hereby  covenants  with the MSO to  enforce  such  provisions
relating  to  the  tail insurance coverage  or  to  provide  such
coverage  at  the  expense of the PC or Dr. Villa  or  each  such
Orthodontist.

     9.4   Additional Insureds.  The PC and the MSO agree to  use
their  reasonable  efforts  to  have  each  other  named  as   an
additional insured on the other's respective liability  insurance
policies.

     9.5  Indemnification.  The PC shall indemnify, hold harmless
and  defend  the  MSO  and OMEGA and their  respective  officers,
directors, shareholders, employees and representatives, from  and
against any and all liability, losses, damages, claims, causes of
action,   expenses   (including  reasonable   attorneys'   fees),
judgments, settlements, lawsuits and obligations, whether or  not
covered  by  insurance, caused or asserted to have  been  caused,
directly  or indirectly, by or as a result of the performance  of
orthodontic services or the performance of any intentional  acts,
negligent acts or omissions by the PC and/or its affiliates,  its
shareholders, agents, the Practice Providers, its other employees
and/or  its subcontractors (other than the MSO) during  the  Term
hereof.   The MSO shall indemnify, hold harmless and  defend  the
PC, its officers, directors, shareholders and employees, from and
against  any  and all liability, loss, damage, claim,  causes  of
action,   expenses   (including  reasonable   attorneys'   fees),
judgments, settlements, lawsuits and obligations, whether or  not
covered  by  insurance, caused or asserted to have  been  caused,
directly  or indirectly, by or as a result of the performance  of
any  intentional  acts, negligent acts or omissions  by  the  MSO
and/or  its shareholders, agents, employees and/or subcontractors
(other than the PC) during the Term hereof.

                          ARTICLE  10
                          TERMINATION

     10.1  Termination  by  the PC.  The PC  may  terminate  this
Agreement as  follows:

          (a)   In  the  event  of the filing of  a  petition  in
voluntary  bankruptcy  or  an  assignment  for  the  benefit   of
creditors  by  the MSO, or upon other action taken  or  suffered,
voluntarily or involuntarily, under any federal or state law  for
the  benefit  of debtors by the MSO, except for the filing  of  a
petition  in  involuntary bankruptcy against  the  MSO  which  is
dismissed  within sixty (60) days thereafter,  the  PC  may  give
written notice of the immediate termination of this Agreement.

          (b)   In the event the MSO shall materially default  in
the performance of any duty or obligation imposed upon it by this
Agreement and such default shall continue for a period  of  sixty
(60) days after written notice thereof has been given to the  MSO
by the PC, the PC may terminate this Agreement.


     10.2  Termination  by the MSO.  The MSO may  terminate  this
Agreement as follows:

          (a)   In  the  event  of the filing of  a  petition  in
voluntary  bankruptcy  or  an  assignment  for  the  benefit   of
creditors  by the PC or any shareholders thereof, or  upon  other
action taken or suffered, voluntarily or involuntarily, under any
federal or state law for the benefit of debtors by the PC or  any
shareholders  thereof, except for the filing  of  a  petition  in
involuntary bankruptcy against the PC or any shareholder  thereof
which  is  dismissed within sixty (60) days thereafter,  MSO  may
give   written  notice  of  the  immediate  termination  of  this
Agreement.

          (b)   In  the event the PC fails to perform orthodontic
services  on  a  full-time basis consistent with its  pattern  of
practice  in  the immediately preceding calendar  year  and  such
default  shall  continue  for a period of  ten  (10)  days  after
written  notice thereof has been given to the PC by the MSO,  the
MSO may terminate this Agreement.

          (c)   In  the event the PC shall materially default  in
the  performance of any other duty or obligation imposed upon  it
by  this Agreement, and such default shall continue for a  period
of sixty (60) days after written notice thereof has been given to
the PC by the MSO, the MSO may terminate this Agreement.

          (d)   In  the  event  Dr.  Villa  or  any  Orthodontist
breaches  or  defaults under his or her Employment Agreement  and
the PC does not cause Dr. Villa or such Orthodontist to cure such
breach  or  default within any applicable grace period  therefor,
the  MSO may give written notice of the immediate termination  of
this Agreement.

     Upon any termination of this Agreement or upon expiration of
the  Term of this Agreement, the MSO shall be entitled to receive
the  Management  Fees  collected to the effective  date  of  such
termination  or expiration, the amounts of any loans or  advances
(including any accrued but unpaid interest thereon) and all other
sums accrued or related to occurrences arising at or prior to the
date of termination.


                          ARTICLE  11
            AUTHORIZED AGENT AND POWERS OF ATTORNEY

     The  PC  hereby  designates the MSO (and its designees)  its
authorized  agent  and lawful attorney-in-fact  for  purposes  of
depositing  payments, paying accounts payables,  signing  checks,
negotiating and signing contracts for services or goods, securing
loans  or  incurring obligations on behalf of the  PC;  provided,
however, that all contracts or fees set for services on behalf of
the  PC  will be subject to final approval and acceptance by  the
PC.   Additionally, the PC hereby irrevocably  appoints  the  MSO
(and  its designees) its authorized agent and lawful attorney-in-
fact   to   collect  all  bills  and  accounts   receivable   for
professional  fees, charges and other amounts and authorizes  the
MSO through its designees to take possession of all checks, money
orders and similar instruments received as payment of receivables
to  be  deposited into the PC Account.  The PC hereby irrevocably
appoints  the  MSO  (and its designees) as the PC's  attorney-in-
fact, with full power and authority in the place and stead of the
PC, in the MSO's discretion, to endorse in the name of the PC any
checks, payments, notes, insurance payments and money orders,  to
withdraw  funds  for  payments of expenses, including  Management
Fees and other sums payable to the MSO, to open and close the  PC
Account  and  other  bank accounts, to take  any  action  and  to
execute any other instrument which the MSO may deem necessary  or
advisable  to  accomplish the purposes  hereof.   The  powers  of
attorney  granted  herein are coupled with an  interest  and  are
irrevocable.  Third parties and entities and persons not a  party
to this Agreement are entitled to rely on the foregoing attorneys-
in-fact  and  an  affidavit of the MSO  attesting  thereto.   The
acceptance  of this appointment by the MSO shall not obligate  it
to  perform any duty or covenant required to be performed by  the
PC  under  or  by virtue of this Agreement.  Notwithstanding  the
foregoing  powers of attorney, the PC shall at any time,  on  the
request   of   the  MSO,  sign  financing  statements,   security
agreements   or  other  agreements  necessary  or  advisable   to
accomplish the purpose of this Agreement.  Upon the PC's  failure
to   sign   and  deliver  said  financing  statements,   security
agreements  or  other agreements, the MSO is  authorized  as  the
agent  of the PC to sign any such instruments.  The PC may review
all deposits and expenses upon request.

                          ARTICLE  12
              INDEPENDENT CONTRACTOR RELATIONSHIP


     Neither the PC nor its employees or Practice Providers shall
have any claim under this Agreement or otherwise against the  MSO
for workers' compensation, unemployment compensation, sick leave,
vacation  pay, retirement benefits, Social Security benefits,  or
any  other  employee benefits, all of which  shall  be  the  sole
responsibility of the PC.  Since neither the PC nor its employees
are  employees of the MSO, the MSO shall not be obligated to make
any withholding tax payments on behalf of the PC for unemployment
insurance, Social Security, or otherwise pursuant to any  law  or
requirement of any governmental agency, and all such withholding,
if any is required, shall be the sole responsibility of the PC.


                          ARTICLE  13
                         MISCELLANEOUS

     13.1  Access  to  Records.  From and after any  termination,
each  party shall provide the other party with 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.

     13.2  Patient Records.  Upon termination of this  Agreement,
the  PC shall retain all patient dental records maintained by the
PC  or  the MSO in the name of the PC.  During the term  of  this
Agreement,  and  thereafter, the PC or its  designee  shall  have
reasonable  access during normal business hours to the  PC's  and
the  MSO's  records, including, but not limited  to,  records  of
collections,  expenses and disbursements as kept by  the  MSO  in
performing the MSO's obligations under this Agreement, and the PC
may copy any or all such records.

     13.3   The  PC's  Control  Over  the  Orthodontic  Practice.
Notwithstanding the authority granted to the MSO herein, the  MSO
and the PC agree that the PC, personally or through Dr. Villa  or
any  of  its Orthodontists (if any) and other Practice Providers,
shall have complete control and supervision over the professional
aspects  of  the PC's practice, as well as the provision  of  all
professional   services,  including,  without   limitation,   the
selection  of a course of treatment for a patient, the procedures
or  materials  to be used as a part of such course of  treatment,
and  the manner in which such course of treatment is carried  out
by  the  PC.   The  PC shall have sole authority  to  direct  the
business, professional, and ethical aspects of the PC.   The  MSO
shall have no authority, directly or indirectly, to perform,  and
shall  not perform, any orthodontic function, or to influence  or
otherwise  interfere with the exercise of the  PC's  professional
judgment.   The  MSO  may,  however, advise  the  PC  as  to  the
relationship between its performance of orthodontic functions and
the overall administrative and business functioning of the PC.

                           ARTICLE 14
                 ALTERNATIVE DISPUTE RESOLUTION

     14.1 Alternative Dispute Resolution.

          (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  E  hereto  and  the
parties  agree to use these procedures, except paragraph  (b)  of
this  Section  14.1, 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 14.1  to
the contrary:

               (i)   Nothing in this Section 14.1 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.

               (ii)  The parties shall accept as correct,  final,
binding   and   conclusive  the  determination  by  the   outside
accountants then employed by the MSO as to the calculation of any
and  all Management Fees owed by the PC to the MSO hereunder, and
such determination shall not be subject to the provisions of this
Section  14.1.  Disputes as to the proper interpretation  of  the
provisions of this Agreement which describe how those amounts are
to  be calculated, however, shall be subject to the provisions of
this Section 14.1.

               (iii)     Any determination by either party not to
renew  this Agreement in accordance with the terms and provisions
of  this  Agreement  shall not be subject to the  provisions  for
dispute resolution in this Section 14.1.

     14.2  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.

                          ARTICLE  15
                       GENERAL PROVISIONS

     15.1  Notices.  Any  notice to be  given  pursuant  to  this
Agreement  shall be deemed effective if given personally,  or  by
telephone,  telegram,  telecopy, facsimile  or  other  electronic
transmission,  or  by  letter to an officer or  administrator  of
OMEGA,  the MSO or the PC, as the case may be.  Notice in person,
or  by  telephone, telegram or electronic transmission  shall  be
deemed  effective  when given.  Notice by mail  shall  be  deemed
effective  seventy-two  (72) hours after deposit  in  the  United
States mails, and properly addressed with postage prepaid.

          Notices to the PC shall be given as follows:

          Richard H. Villa, D.M.D., PC
          10120 West Broad Street Road, Suite L
          Glen Allen, Virginia  23060
          Attn: Richard H. Villa, D.M.D.


or  such  other address as may be furnished by the PC to the  MSO
from time to time  in writing.

          Notices  to  OMEGA  and/or the MSO shall  be  given  as
follows:

          Omega Orthodontics, Inc.
          3621 Silver Spur Lane
          Acton, CA 93510
          Attn: Robert Schulhof


or  other such addresses as may be furnished by the MSO to the PC
from time to time in writing.

     15.2 Confidentiality.  No party hereto shall disseminate  or
release  to  any  third  party  any  information  regarding   any
provision   of  this  Agreement,  or  any  financial  information
regarding  the other parties (past, present or future)  that  was
obtained in the course of the negotiation of this Agreement or in
the  course  of  the performance of this Agreement,  without  the
other  party's or parties' (as the case may be) written approval;
provided,  however, the foregoing shall not apply to  information
which  is  required to be disclosed by Law, including federal  or
state securities laws, or pursuant to court order.

     15.3  Contract  Modifications for Prospective Legal  Events.
In  the  event  any Laws, now existing or enacted or  promulgated
after  the  effective date of this Agreement, are interpreted  by
judicial decision, a regulatory agency or legal counsel for  both
parties  in  such a manner as to indicate that the  structure  of
this  Agreement may be in violation of such Laws, the PC and  the
MSO  shall amend this Agreement as necessary to comply with  such
Laws.   To the maximum extent possible, any such amendment  shall
preserve  the  underlying  economic  and  financial  arrangements
between the PC and the MSO.

     15.4  Remedies  Cumulative.  No remedy  set  forth  in  this
Agreement  or otherwise conferred upon or reserved to  any  party
shall  be  considered exclusive of any other remedy available  to
any   party,  but  the  same  shall  be  distinct,  separate  and
cumulative  and may be exercised from time to time  as  often  as
occasion may arise or as may be deemed expedient.

     15.5   No  Obligation  to  Third  Parties.   None   of   the
obligations and duties of the MSO or the PC under this  Agreement
shall  in  any  way  or  in any manner be deemed  to  create  any
obligation  of  the MSO or of the PC to, or any  rights  in,  any
person  or entity not a party to this Agreement other than  OMEGA
which  shall be deemed a party for limited purposes as set  forth
in this Agreement.

     15.6  Entire  Agreement; Termination of  Interim  Management
Agreement.   This Agreement including the Schedules and  Exhibits
hereto,  the  Affiliation  Agreement,  including  any  schedules,
exhibits  and  related  agreements thereto,  the  Stock  Put/Call
Option  and Successor Designation Agreement of even date herewith
by  and among the PC, Dr. Villa, OMEGA and the MSO, including any
schedules,  exhibits  and  related agreements  thereto,  and  the
Employment  Agreement(s)  (including the related  non-competition
agreements or covenants), constitute the entire agreement between
the  parties  concerning this subject matter, and supersedes  all
prior   and   contemporaneous  agreements,  representations   and
understandings  of  the parties concerning the  contents  hereof,
including  but  not limited to the Interim Management  Agreement.
Upon   execution  of  this  Agreement,  the  Interim   Management
Agreement  shall terminate and all provisions and  terms  thereof
shall become null and void, except as otherwise provided herein.

     15.7  Assignment. The rights and the duties of  the  parties
under  this Agreement may not be assigned or transferred  without
the  prior  written  consent  of the non-assigning  party,  which
consent  shall  not be unreasonably withheld; provided,  however,
that  the  MSO  shall  be  permitted to  assign  its  rights  and
obligations  hereunder  without the consent  of  the  PC  to  any
person,  firm  or corporation controlled by the MSO,  controlling
the MSO or under common control with the MSO.

     15.8  Attorneys'  Fees. If any mediation or  arbitration  or
other  legal  action  or proceeding is brought  to  enforce  this
Agreement,  because  of  any alleged  breach  hereof,  or  for  a
declaration   of  any  rights  and  obligations  hereunder,   the
prevailing  party  in  such mediation or arbitration,  action  or
proceeding  shall  be  entitled to  recover  its  costs  incurred
therein, including reasonable attorneys' fees, in addition to any
other  relief to which it may be entitled, all as determined  and
awarded by the parties in such mediation or by the arbitrator  or
court  as part of its  judgment or decision therein, as the  case
may be.

     15.9      Governing Law. This Agreement shall be governed by
and  construed  in accordance with the laws of  the  State.   The
parties  acknowledge that the MSO is not authorized or  qualified
to  engage  in any activity which may be construed or  deemed  to
constitute  the  practice of dentistry or orthodontics.   To  the
extent  any act or service required of the MSO in this  Agreement
should  be  construed  or deemed, by any governmental  authority,
agency  or  court  to  constitute the practice  of  dentistry  or
orthodontics, the performance of said act or service by  the  MSO
shall  be  deemed  waived  and  forever  unenforceable  and   the
provisions of Section 15.14 shall be applicable.

     15.10      Events Excusing Performance.  Neither party shall
be  liable to the other party for failure to perform any  of  the
services  required  herein in the event  of  strikes,  lock-outs,
calamities,  acts  of God, unavailability of  supplies  or  other
events  over which that party has no control for so long as  such
events continue, and for a reasonable period of time thereafter.

     15.11      Compliance  with Applicable Laws.   Both  parties
shall  comply  with all applicable Laws and restrictions  imposed
thereunder  in  the  conduct  of  their  obligations  under  this
Agreement.

     15.12      Language  Construction.  The parties  acknowledge
that  each  party and its counsel have reviewed and revised  this
Agreement and that the normal rule of construction to the  effect
that  any  ambiguities  are to be resolved against  the  drafting
party  shall  not  be  employed in  the  interpretation  of  this
Agreement.

     15.13      Amendments. This Agreement may  be  supplemented,
modified  or  amended only by the written consent of all  parties
hereto, except as otherwise provided herein.

     15.14      Severability. In the event any provision of  this
Agreement  is  held  by a court of competent jurisdiction  to  be
illegal  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 as possible  within  the
requirements  of  applicable provisions of Law as  determined  by
such a court, and (ii) the remaining provisions of this Agreement
shall continue in full force and effect.

     15.15      No  Waiver.  The  waiver by  any  party  to  this
Agreement of any one or more defaults, if any, on the part of any
other party, shall not be construed to operate as a waiver of any
other  or future defaults under this Agreement.  No waiver  shall
be  binding  unless executed in writing by the party  making  the
waiver.

     15.16      Captions. Captions to sections in this  Agreement
are  for  ease  of  reference, and shall  not  be  considered  an
interpretation of the section.

     15.17      Counterparts.  This  Agreement  may  be  executed
simultaneously in one or more counterparts, each of  which  shall
be deemed an original.

          IN  WITNESS  WHEREOF, the parties hereto have  executed
this agreement as of the day and year first above written.
          
                                   PC:
     
                                   RICHARD H. VILLA, D.M.D., PC

                                   By:  /s/ Robert J. Schulhof
                                        Richard     H.     Villa,
President

                                   MSO:

                                   OMEGA ORTHODONTICS OF
                                      VIRGINIA, INC.

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

                                   OMEGA:
                                   OMEGA ORTHODONTICS, INC.

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

                           SCHEDULE 1

                       THE ORTHODONTISTS


Name and Address

Richard H. Villa, D.M.D.
10120 West Broad Street Road, Suite L
Glen Allen, Virginia  23060

                           SCHEDULE 2

                    ORTHODONTIC OFFICE AND

                  ORTHODONTIC OFFICE SERVICES


                       [Dr. Villa Attach]

                           SCHEDULE 3

                 COMPENSATION - MANAGEMENT FEES


     The  MSO  and  the PC have agreed that upon receipt  of  the
Practice Revenues each month, the compensation shall be  paid  to
the MSO and the PC as follows:

     1.    First, the MSO Expenses shall be paid, until  paid  in
full.

     2.    Second, to the extent that there are Practice Revenues
remaining after payment of the MSO Expenses, a monthly management
fee  of  $2,500  shall be paid to the MSO.  Any  portion  of  the
management fee which is not paid shall accrue.

     3.    The balance, if any, of Practice Revenues received for
the  month,  remaining after payment of items 1 and  2  shall  be
considered profit, and distributed as follows:

          (a)  First to the PC, up to a monthly maximum of twenty-
five percent (25%) of Practice Revenue collected for such month.

          (b)   Any balance remaining after the payment of  3(a),
shall be paid to the MSO, up to an monthly maximum amount of  the
difference between twenty-five percent (25%) of Practice  Revenue
collected for such month less $2,500.

     At  the  end of each quarter during the Term the  MSO  shall
provide  the PC with an unaudited internal accounting of the  MSO
Expenses,  prepared  in  accordance with the  accrual  method  of
accounting.  If the MSO Expenses as reflected in such  accounting
as  having been paid by the MSO are less than sixty (60%) percent
of the Practice Revenues for such quarter, fifty (50%) percent of
such  difference shall be returned by the MSO  to  the  PC  as  a
profit incentive rebate (the "Rebate"). If the Agreement to which
this  Schedule  3  is  attached is  terminated  or  expires,  the
foregoing  Management Fees shall be payable to the MSO  based  on
all  Practice Revenue collected as of the date of termination  or
expiration.

     Payment  to  the  MSO shall be made in monthly  installments
based  on  the Practice Revenues realized by the MSO for services
rendered  under  the  Agreement. The  MSO  shall  distribute  the
proceeds  from  the PC Account and allocate the proceeds  between
the  MSO and the PC as described above, on or before the 15th day
of  the  succeeding month. In the event the 15th day falls  on  a
weekend or holiday, then said distribution shall be made  on  the
next  business  day. The parties to the Agreement  may  agree  to
handle such matters in a different manner.

     For  purposes  of  the Agreement, "Practice Revenues"  shall
mean  gross collections of all revenues generated by or on behalf
of   the   PC   (whether  through  subsidiaries  or  affiliates),
including, but not limited to, all fees and charges collected  as
a result of professional dental or orthodontic services furnished
to patients by the PC and for any other goods or services sold or
provided to such patients.

     Notwithstanding 3(a) above, each month during  the  term  of
the  Agreement, the PC shall be entitled to a draw of the greater
of  the  amounts payable under 3(a), or $__________.  If Practice
Revenues  are  insufficient  to  support  the  draw  amount,  the
difference  shall be paid by the MSO.  The draw  amount  and  the
actual  compensation  due the PC under  this  Schedule  shall  be
reconciled at the end of each year.

                           EXHIBIT A

               ORTHODONTIC OFFICE - MASTER LEASE


                       [Dr. Villa Attach]

                           EXHIBIT B

                       PRACTICE PROVIDERS


                       [Dr. Villa Attach]

                           EXHIBIT C

                         PC'S AFFIDAVIT


                           AFFIDAVIT

     I, Richard H. Villa, D.M.D., declare:

     I  am an orthodontist, duly licensed in the Commonwealth  of
Virginia and I practice through a professional corporation  under
the name Richard H. Villa, D.M.D., PC (the "PC").

     I  have  had  substantial  experience  in  the  practice  of
orthodontics and in managing and operating an orthodontic  office
located  at  10120 West Broad Street Road, Suite L,  Glen  Allen,
Virginia 23060 (the "Orthodontic Office").

     In  the  course of operating the Orthodontic Office, I  have
acquired  significant knowledge as to the overhead costs incurred
and  gross  receipts  generated by similar types  of  orthodontic
office.   Further,  I  am  fully aware  of  the  non-orthodontic,
operational,  accounting,  billing,  financing,  management   and
personnel  requirements of an orthodontic  office  and  the  cost
factors   involved  in  providing  such  management,   personnel,
accounting, billing, financing and operations.

     I have thoroughly reviewed the Management Services Agreement
(the  "Agreement"),  which is effective as  of  ________________,
1997,  among between the PC, Omega Orthodontics, Inc.  and  Omega
Orthodontics  of   Virginia,  Inc.  (the  "MSO")  concerning  the
duties, responsibilities and obligations undertaken by the MSO in
managing  and  operating  all  non-orthodontic  aspects  of   the
Orthodontic Office as contemplated by the Agreement.

     I  have reviewed the prior operating financial statements of
the  Orthodontic  Office and an operating  budget  and  estimated
income  of  the  Orthodontic Office, which, in  my  opinion,  can
reasonably be expected from the operation of said office.

     In my opinion, based upon my experience, the Management Fees
of  $2,500 per month plus the excess of Twenty-Five Percent (25%)
of  "Practice  Revenues"  in excess of $2,500  per  month  to  be
charged by the MSO as contemplated by the Agreement, will  afford
it  a  reasonable  but  not  excessive return  for  its  services
rendered  and obligations incurred.  In addition, the Twenty-Five
Percent  (25%) of "Practice Revenues" retained by  the  PC,  will
provide  reasonable earnings for the performance  of  orthodontic
services.

     I  declare  under  penalty  of perjury  that  the  foregoing
statement  is  true and correct to the best of my  knowledge  and
belief.

     Executed  at  ____________ this ___  day  of  _____________,
1997.

                                   ___________________________
                                   Richard H. Villa, D.M.D.

COMMONWEALTH OF VIRGINIA             )
                                     )  ss
________________________________________          __)

________________________, 1997


     Then  personally appeared the above-named Richard H.  Villa,
D.M.D.  and acknowledged the foregoing Affidavit to be  his  free
act and deed.

[SEAL]                             ____________________________
                                   Notary Public
                                   My Commission Expires:
                           EXHIBIT D

                       SECURITY AGREEMENT

                       SECURITY AGREEMENT

     THIS  SECURITY AGREEMENT is effective as of the 31st day  of
December  1997,  by  Richard H. Villa,  D.M.D.,  PC,  a  Virginia
professional corporation (the "PC"), and Richard H. Villa, D.M.D.
("Dr.  Villa")  who is duly licensed to practice orthodontics  in
the   Commonwealth   of  Virginia  (the   "State")    and   Omega
Orthodontics  of  Virginia,  Inc., a  Delaware  corporation  (the
"MSO") with reference to the following facts:

     WHEREAS,  pursuant to a Management Services  Agreement  (the
"Agreement"),  dated as of the date hereof, among the  PC,  Omega
Orthodontics,  Inc.,  a  Delaware corporation  and  the  MSO,  as
assurance and collateral security for the payment of the  monthly
Management Fees owed to the MSO pursuant to the Agreement and any
funds advanced by the  MSO to or on behalf of the PC pursuant  to
the  Agreement and for the faithful and timely performance of all
the  covenants and conditions to be performed by the PC under the
Agreement  (collectively, the "Obligations")  the  PC  agreed  to
pledge, grant, bargain, assign and transfer to the MSO a security
interest,  pursuant to the Uniform Commercial Code of the  State,
in  and  to  all Practice Revenue and the accounts receivable  of
patients   of   the  PC,  together  with  all  proceeds   thereof
(collectively, the "Collateral");

     WHEREAS,  the  PC is obligated as a condition to  the  MSO's
performance  under  the  Agreement to execute  and  deliver  this
Security Agreement;

     NOW, THEREFORE, in consideration of the foregoing and of the
covenants  and  agreements hereinafter  set  forth,  the  parties
hereto agree as follows:

     1.    Grant  of  Security Interest.  As and  for  collateral
security for payment or performance as the case may be by the  PC
of  the  Obligations and any and all amounts payable  under  this
Security Agreement (collectively, the "Secured Obligations"), the
PC hereby pledges, grants, bargains, assigns and transfers to the
MSO,  a  security  interest in, the Collateral. Dr.  Villa  shall
cause  the PC to perform fully and on a timely basis all  of  the
PC's  obligations under this Security Agreement. The MSO  may  at
its  option file a financing statement (Form UCC-1) in  order  to
perfect its security interest hereunder.

     2.    Representations and Warranties.  The PC represents and
warrants all of the accounts receivable constituting a portion of
the  Collateral  of the PC pledged to the MSO  are  and  will  be
validly  created obligations of each of the obligors who incurred
same  for  services actually rendered in the ordinary  course  of
business of the PC.  Further, the PC represents and warrants that
the  Collateral  is  not  subject to any  lien,  pledge,  charge,
encumbrance or security interest or right or option on  the  part
of any third person.

     3.    Release of Security Interest.  Upon the termination of
the  Agreement and payment in full of the accrued Management Fees
thereunder  and  any and all other Secured Obligations,  the  MSO
shall  release its security interest hereunder, and will  deliver
to  the  PC any property forming part of the Collateral delivered
to the MSO and then held by the MSO hereunder.
     
     4.    Realization of Collateral.  The MSO shall  have,  with
respect  to  the  Collateral, the rights  and  obligations  of  a
secured party under the Uniform Commercial Code as adopted in the
State.   Such  rights  shall  include,  without  limitation,  the
following:

          A.    The  right, upon default, to have the Collateral,
or  any part thereof, transferred to its own name or to the  name
of its nominee;

          B.    The  right,  upon  default, to  sell,  assign  or
deliver  as much of the Collateral as is reasonably necessary  to
repay   the   defaulted  indebtedness  (together  with   expenses
attendant  upon  such sale and repayment), at public  or  private
sale, as the MSO may elect, either for cash or on credit, without
assumption of any credit risk and without demand or advertisement
(unless otherwise required by law).

          C.    The  PC hereby irrevocably authorizes the MSO  to
sign  and  file financing statements naming the PC as the  debtor
and the MSO as the secured party, at any time with respect to any
Collateral,  without  the signature of the  PC.   The  PC  hereby
irrevocably  appoints  the MSO as the PC's authorized  agent  and
lawful  attorney-in-fact, with full authority in  the  place  and
stead  of the PC and in the name of the PC, from time to time  in
the  MSO's  discretion, to take any action  and  to  execute  any
instrument  which  the  MSO may deem necessary  or  advisable  to
accomplish  the  purposes  hereof.  The attorney-in-fact  granted
herein  is  coupled  with an interest and is irrevocable.   Third
parties  and  entities and persons not a party to  this  Security
Agreement  are entitled to rely on this attorney-in-fact  and  an
affidavit of the MSO attesting thereto.  The acceptance  of  this
appointment by the MSO shall not obligate it to perform any  duty
or covenant required to be performed by the PC under or by virtue
of  the  Collateral.   Notwithstanding  the  foregoing  power  of
attorney, the PC shall at any time upon the request of  the  MSO,
sign  and  deliver financing statements, security  agreements  or
other agreements with respect to any  Collateral.  Upon the  PC's
failure  to sign and deliver said financing statements,  security
agreements  or  other agreements, the MSO is  authorized  as  the
agent  of the PC to sign any such instruments.  Upon the  request
of the MSO, the PC agrees to pay all filing fees and to reimburse
the  MSO  on  demand  for  all costs and  expenses  of  any  kind
(including, without limitation, legal fees) incurred in  any  way
in connection with the Collateral.

     5.    Purchase of Collateral.  At any private or public sale
of  the Collateral or part thereof, the MSO may purchase and  pay
for  the  same by cancellation of such portion of the Obligations
equal  to  the purchase price and free of any right of redemption
on  the  part  of the PC.  The MSO agrees, however, that  the  PC
shall  have  all rights, including rights of notice, provided  by
the Uniform Commercial Code as adopted in the State.  In any case
where  notice  is  required, five days' notice  shall  be  deemed
reasonable notice.  In the event of any sale hereunder,  the  MSO
shall  apply  the  proceeds  in the  order  set  forth  below  in
Paragraph 6 hereof.  The MSO may have resort to the Collateral or
any  portion thereof with no requirements on the part of the  MSO
to proceed first against any other person or property.

     6.    Application of Collateral.  Proceeds from the sale  of
the Collateral or any part thereof shall be applied by the MSO in
the following order:

          A.    To  the  payment  of the costs  and  expenses  of
collection  incurred  by the MSO, including, without  limitation,
attorneys'  fees  and all other reasonable expenses,  liabilities
and costs incurred by the MSO in connection therewith;

          B.    To the payment of the whole amount then owing and
unpaid for advances and/or Management Fees;

          C.   To the payment in full of all other Obligations of
the PC under the Agreement; and

          D.    To  the  payment to the PC of  any  surplus  then
remaining from such proceeds.

     7.   Extension of Agreement.  No renewal or extension of the
Agreement,  no  release or surrender of any Collateral  given  as
security  in  connection therewith, and no delay  in  enforcement
thereof  or in exercising any right or power with respect thereto
or  hereunder shall affect the rights of the MSO with respect  to
the Collateral or any part thereof.

     8.    Notices.   Any  notice to be given  pursuant  to  this
Agreement shall be deemed effective the same day when such notice
is  given  personally, or by telegram, or electronic transmission
to  the  President of the party to whom notice  is  being  given.
Notice by mail shall be deemed effective three days after deposit
in  the  United States mail, and properly addressed with  postage
prepaid.

          Notices to the MSO shall be given at:

          Omega Orthodontics of Virginia, Inc.
          c/o Omega Orthodontics, Inc.
          3621 Silver Spur Lane
          Acton, CA 93510
          Attn: Robert Schulhof

or  other such addresses as may be delivered by the MSO to the PC
from time to time in writing.

          Notices to Dr. Villa or the PC shall be given at:

          Richard H. Villa, D.M.D., PC
          10120 West Broad Street Road, Suite L
          Glen Allen, Virginia 23060
          Attn: Richard H. Villa, D.M.D.

or  other such addresses as may be delivered by the PC to the MSO
from time to time in writing.

     9.    Waiver.   The waiver by either party to this  Security
Agreement of any one or more defaults, if any, on the part of the
other party, shall not be construed to operate as a waiver of the
other  or  future defaults under this Agreement.   This  Security
Agreement may be amended or modified only by the written  consent
of both parties.

     10.   Additional Documents.  The PC agrees that it will duly
execute  and  deliver to  the MSO any additional documents  which
may  be reasonably necessary to give effect fully to the security
interest  granted  to  the  MSO  hereunder,  including,   without
limitation, a financing statement on Form UCC-1.

     11.   Benefit.  This Security Agreement shall inure  to  the
benefit  of  and  shall  be binding upon  the  respective  heirs,
successors and assigns of the parties hereto.

     12.   Applicable Law.  This Agreement shall be  governed  by
and construed in accordance with the laws of the State.

     13.    Defined  Terms.    Capitalized  terms  used  in  this
Security  Agreement which are not defined herein  but  which  are
defined  in  the  Agreement shall have  the  respective  meanings
ascribed therein.

          IN WITNESS WHEREOF, the parties hereto have caused this
Agreement  to  be  duly executed, as of the day  and  year  first
hereinabove written.


PC:                                     MSO:

RICHARD  H.  VILLA, D.M.D., PC                 OMEGA ORTHODONTICS
OF
                                        VIRGINIA, INC.


By:____________________________
By:__________________________
       Richard H. Villa, President                      Robert J.
Schulhof, President


Dr. Villa:

_______________________________
Richard H. Villa, D.M.D.
                           EXHIBIT E


           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 American Arbitration Association ("AAA"), with the assistance
of  AAA, unless the parties agree otherwise in finding a mutually
acceptable mediator.

     5.    The PC and the MSO shall each bear 50% of the fees and
costs of the mediator and any fees and costs of the 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 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 before a qualified  sole
arbitrator  in  accordance  with  the  then  current   Rules   of
Commercial Arbitration the AAA.  The arbitration shall be held in
Los  Angeles,  California.  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 the 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.