EXHIBIT 10.43


    STOCK PUT/CALL OPTION AND SUCCESSOR DESIGNATION AGREEMENT


     This   Stock   Put/Call  Option  and  Successor  Designation
Agreement (the "Agreement") is made effective as of this ____ day
of ________, 1997 by and among Richard H. Villa, D.D.S., Inc.,  a
professional corporation (the "PC") incorporated under  the  laws
of the Commonwealth of Virginia  (the "State"); Richard H. Villa,
D.D.S.   ("Dr.   Villa")  who  is  duly  licensed   to   practice
orthodontics in the State; Omega Orthodontics, Inc.,  a  Delaware
corporation ("OMEGA"); and Omega Orthodontics of Virginia,  Inc.,
a  Delaware  corporation  (the  "MSO"),  with  reference  to  the
following facts.

                            RECITALS

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

     B.    OMEGA  holds all of the capital stock of the  MSO  and
acquired certain assets used in the management of the PC pursuant
to  the  terms  of that certain Affiliation Agreement  and  Asset
Purchase Agreement (the "Affiliation Agreement").

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

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

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

     F.    Dr. Villa has agreed to grant to the MSO, and the  MSO
desires  to acquire from Dr. Villa certain rights, including  but
not  limited  to, the right to designate the successor  purchaser
(the "Designated Successor") of all or any part of the issued and
outstanding Capital Stock upon the occurrence of certain events.

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

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

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

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

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

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

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

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

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

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

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

If  the PC desires to exercise its Call Option, the PC shall give
written notice of such election (the "Call Option Notice") to the
MSO  at  least  twenty  (20) calendar  days  prior  to  the  date
specified in such notice as the date for the closing of the  Call
Option.  Any exercise of the Call Option by the PC shall be  made
by an aggregate payment to the MSO of  an amount equal to the sum
of  (x)  the  amount  of  cash paid to Dr.  Villa  under  Section
2.1(b)(i)  of  the Affiliation Agreement, plus (y)  the  original
principal  amount of the Purchase Note issued to Dr. Villa  under
Section  2.1(b)(ii) of the Affiliation Agreement,  plus  (z)  the
value  of  that number of shares of Omega Common Stock issued  to
Dr. Villa under Section 2.1(b)(iii) of the Affiliation Agreement,
such  value to be determined by multiplying such number of shares
by  the  average  of the last sales (closing) price  for  Omega's
Common  Stock  on Nasdaq (or a national securities exchange)  for
the  five  (5)  trading  days ending on  the  Friday  immediately
preceding the date the Call Option Notice is delivered to the MSO
(collectively, the "Call Price").

     4.    Closing and Delivery. The closing ("Closing")  of  the
exercise by the MSO of the Put Option under Section 2 or  of  the
exercise  by the PC of the Call Option under Section  3,  as  the
case  may  be, shall be at the offices of Miller & Holguin,  1801
Century  Park East, Suite 700, Los Angeles, California 90067,  on
the  date  specified for such Closing in the  written  notice  of
election to exercise such Put Option or Call Option, as the  case
may  be, or at such other location and on such other date as  the
parties may mutually determine.  At the Closing, the PC,  at  its
election,  shall pay cash, or a combination of cash, cancellation
of  the  Purchase Note if the amount payable thereunder  has  not
been  previously paid, and return of the shares of  Omega  Common
Stock  received  by  Dr. Villa under Section 2.1(b)(iii)  of  the
Affiliation  Agreement, such shares to be valued as provided  for
in  Section 3 hereof,  pursuant to exercise by the MSO of the Put
Option  or the PC of the Call Option, as the case may be. The  PC
and Dr. Villa shall execute such documents as may be required  by
the  MSO  to assume the liabilities set forth in Section 2(c)  or
3(c),  as  the  case may be, and shall use their respective  best
efforts to remove the MSO from any liability with respect to such
repurchased  assets  and with respect to any property  leased  or
subleased  by  the  MSO.  From and after any such  Closing,  each
party  shall  provide to the other parties reasonable  access  to
books  and  records  then owned by it to permit  such  requesting
party to satisfy reporting and contractual obligations which  may
be  required of it.  In addition, following any such Closing, the
MSO  or  its designee shall have reasonable access during  normal
business  hours  to the PC's records, including  patient  records
regarding  records of collections, expenses and disbursements  as
kept  by  the  MSO  in  performing  its  obligations  under   the
Management  Services Agreement, and the MSO may copy any  or  all
such records.

     5.   Successor Designation Option.

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

               (i)  the death of Dr. Villa;

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

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

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

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

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

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

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

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

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

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

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

               (xiii)    if  Dr. Villa desires to sell any of his
shares  of  Capital Stock to another orthodontist as contemplated
under Section 6 hereof.

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

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

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

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

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

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

     10.  Purchase Price of the Capital Stock.

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

          (b)   Payment  of  Purchase Price.  The Purchase  Price
upon  exercise of the Successor Designation Option shall be  paid
by  the  Designated Successor executing a nonrecourse, negotiable
promissory note, secured by the Capital Stock of Dr. Villa.   The
note shall be for a term of five (5) years, with interest payable
quarterly in arrears at the mid-term Applicable Federal Rate with
monthly  compounding  published by the Internal  Revenue  Service
from  time  to  time in accordance with Section  1274(d)  of  the
Internal  Revenue Code of 1986, as amended  (the "Code")  or  any
successor  provision  of  the Code, provided  however,  that  the
Designated  Successor shall be permitted to prepay such  note  at
any  time.   Principal shall be payable in five (5) equal  annual
installments commencing six months after the closing date.

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

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

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

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

     11.  Insurance.

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

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

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

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

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

     13.  Restriction on Transfer.

          (a)   No  Sales or Other Dispositions.  Except  to  the
extent  and in the manner provided in this Agreement or with  the
express prior written consent of the MSO which may be granted  or
withheld  in its absolute discretion, Dr. Villa shall  not  sell,
assign, transfer, pledge or otherwise dispose (including by  gift
or otherwise) of any of his shares of the Capital Stock.

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

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

          "The  rights  of any holder of any share  evidenced  by
          this certificate, including the right to dispose of the
          securities  represented  by  this  certificate  or  any
          interest  therein, are subject to and restricted  by  a
          certain Stock Put/Call Option and Successor Designation
          Agreement, dated                     , 1997, among  the
          PC, the holder hereof and the MSO and OMEGA (as defined
          therein).   The  PC  will mail without  charge  to  any
          holder  of these shares a copy of such agreement within
          five (5) days of receipt by the PC of a written request
          therefor."

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

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

     16.  Term.  The term of this Agreement shall commence as  of
the  day  and  year first above written and shall terminate:  (i)
upon  the  expiration of six (6) months after the termination  of
the Management Services Agreement; or (ii) upon the exercise (and
consummation of the transaction provided for upon such  exercise)
of  the  Put Option, the Call Option or the Successor Designation
Option  as to all of the Capital Stock, as the case may  be  (the
"Term").

     17.  General

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

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

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

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

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

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

          If to the PC or Dr. Villa:
          Richard H. Villa, D.D.S.
          10120 West Broad Street Road, Suite L
          Glen Allen, Virginia 23060

          If to the MSO or OMEGA:

          Omega Orthodontics, Inc.
          3621 Silver Spur Lane
          Acton, CA 93510

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

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

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

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

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

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

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

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

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

     18.  Alternative Dispute Resolution.

          (a)  General.

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

               (ii)  Notwithstanding anything in this Section  18
to  the  contrary, nothing in this Section 18 shall preclude  any
party  from seeking a preliminary injunction or other provisional
relief, either prior to or during the proceeding provided for  in
this  section,  if in its judgment such action  is  necessary  to
avoid irreparable damage or to preserve the status quo.
     
          (b)   Waiver  of  Jury.  With respect  to  any  dispute
arising under or in connection with this Agreement or any related
agreement,  as  to which legal action nevertheless  occurs,  each
party  hereby irrevocably waives all rights it may have to demand
a  jury  trial.  This  waiver  is  knowingly,  intentionally  and
voluntarily made by the parties and each party acknowledges  that
no  person  acting  on behalf of the other  party  has  made  any
representation of fact to induce this waiver of trial by jury  or
in  any  way modified or nullified its effect.  The parties  each
further acknowledge that it has been represented (or has had  the
opportunity  to be represented) in the signing of this  Agreement
and  in  the making of this waiver by independent legal  counsel,
selected  of  its  own  free  will,  and  that  it  has  had  the
opportunity  to  discuss this waiver with  counsel.   Each  party
further acknowledges that it has read and understands the meaning
and ramifications of this waiver provision.

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

                         "PC"

                         RICHARD H. VILLA, D.D.S., INC.
                         a Virginia professional corporation


                         By:  /s/ Richard H. Villa
                         Richard H. Villa, President

                         "Dr. Villa"


                         /s/ Richard H. Villa, D.D.S.
                         Richard H. Villa, D.D.S.


                         "MSO"

                         OMEGA ORTHODONTICS OF VIRGINIA, INC.
                         a Delaware corporation


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

                         "OMEGA"

                         OMEGA ORTHODONTICS, INC.,
                         a Delaware corporation


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


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

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

     Executed           this                    day            of
, 1997.



Signature:

Printed or Typed Name:___________________________


                           EXHIBIT A


                      ORTHODONTIC OFFICES


Name and Address

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

EXHIBIT B


                              STOCK
                                
The shares of Richard H. Villa, D.M.D., P.C., as attached hereto.
                                
                            EXHIBIT C
                                

                    NON-COMPETITION AGREEMENT

                           EXHIBIT D


           ALTERNATIVE DISPUTE RESOLUTION PROCEDURES


A.   Method of Invoking ADR Procedures

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

     2.   The parties, each acting through its representative,
shall meet at a mutually acceptable time and place within five
(5) 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 the 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 who are not parties 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 Commercial
Arbitration Rules of 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.