OMEGA ORTHODONTICS, INC.
                              3621 SILVER SPUR LANE
                             ACTON, CALIFORNIA 93510
                                    02/28/99


Jack A. Hill, D.D.S.
Jack A. Hill D.D.S. Inc.
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         Re:  Letter of Intent

Dear Dr. Hill:

As we have discussed, Omega Orthodontics, Inc., a Delaware corporation ("OMEGA")
is  interested  in entering  into an  arrangement  with you under which it would
provide to you  management  services for your  orthodontic  practices  conducted
currently at __________________________  for a period of two years pursuant to a
Management  Services  Agreement.  At the expiration of the  Management  Services
Agreement,  you will have the option to: (a) sell the non-professional assets of
your  practice  to Omega as set forth in section 5; or (b) renew the  Management
Services Agreement for a period to be mutually agreed.

1. Form of Practice.  As you have  indicated,  you are licensed to practice
dentistry  in the  State of Texas and are  currently  doing  business  through a
___________  professional  corporation  known as Jack A. Hill D.D.S.,  Inc. (the
"PC").

2.  Management  Services.  Upon execution of this letter of intent,  The parties
agree that Omega shall provide  management  services to your PC on the terms and
conditions  specified in the Management  Agreement  attached hereto as Exhibit 1
and as generally set forth below. Management Services shall be provided by Omega
Orthodontics of Austin,  Inc. ("MSO"), a wholly owned subsidiary of OMEGA. Under
the terms of the Management Agreement,  Omega will pay all operating expenses of
the  practice  and will be  compensated  at a rate  equal  to ___% of the  gross
receipts of the practice.

The  terms of the  management  service  agreement  will  include  the  following
material terms:

         A. Final Authority of the Doctor.  Although Omega may advise the doctor
         on management of the practice the doctor has all final  authority  over
         all decisions on diagnosis, treatment, fees, selection of materials and
         appliances.

         B. Work Days and Vacations. The doctor has final authority on selection
         of days worked and vacations as long as the schedule  respects  patient
         treatment needs and agrees to work an average of ____days per month and
         carry patient loads of ____ patients per day if it is  necessitated  by
         patient load.

         C. Staff.  Omega will  provide  screening  of all new staff and current
         non-professional staff must meet Omega's approval. Doctor will have the
         final selection of new staff from those approved by Omega and may order
         the termination of any staff not meeting his standards of performance.

         D. Collection and Accounting.  All funds will be collected by Omega and
         deposited in a special bank account  under the name of the doctor,  and
         all funds will be distributed by Omega under power of attorney from the
         Doctor.

         E.  Cash  vs  Accrual  Accounting.  Because  we  are  governed  by  SEC
         accounting  rules, our accounting for profit and loss is based upon the
         accrual  method of accounting.  However,  payments under the management
         agreement will be made to both parties based upon the cash collected.

         F.  Compensation  to Omega.  Omega will receive for its services __% of
         the collected  gross  income,  and will be  responsible  for paying all
         practice  expenses  including  staff  salaries and benefits,  supplies,
         facilities,  equipment, maintenance, facility Insurance, management and
         marketing  costs.  During the term of the Management  Agreement,  Omega
         will also receive an additional  management fee of $____,  per month to
         provide to offset  start-up  costs with respect to the practice.  In no
         case will the net  management fee to Omega be less than $___,000 in any
         year of the agreement.

         G. Personal responsibilities of Doctor. Omega will not pay for Doctor's
         liability insurance,  professional dues, continuing education expenses,
         automobile,  or entertainment  for the purpose of practice  development
         not specifically approved.

         H. Cash Advances by Omega.  If in any month the actual cash received is
         not sufficient to cover current expenses and the Doctor's draw, the MSO
         will advance the necessary funds to make such payments at no interest.

         I. Profit Sharing.  At the end of each fiscal year, expenses and income
         will be reviewed.  If less than __% of the gross income of the practice
         has been spent on  expenses  of the  practice  (other  than  salary for
         professionals)  the  MSO  will  payout  50% of the  savings  to  Doctor
         "Payout".  If more than 60% has been  spent 65% of the  excess  will be
         charged to a expense account and recorded as a liability against future
         Payouts.

         J. Term of the agreement. The term of the agreement between the MSO and
         PC will be for 2 years,  renewable  upon the  mutual  agreement  of the
         parties.

         K. Reasons for termination. Either side may terminate the agreement for
         significant non performance of duties by the other party,  provided the
         other party has been given  notice of the non  performance  and has had
         reasonable time to correct the deficiency. This includes non payment of
         the note tendered by Omega as a part of the  acquisition of the MSO, as
         described below in paragraph 7.

         L.  Insolvency of Omega.  In the event that Omega becomes  insolvent or
         does not pay the practice expenses in a timely manner,  the Doctor will
         reassume  all  control  over the bank  account  and may  terminate  the
         management agreement.

         M. Non Competition. Both parties will during the term of the management
         agreement  not work for or establish a competing  orthodontic  facility
         within 15 miles of the  existing  facility  without  the prior  written
         consent of the other  party.  Doctor  agrees to cause all  professional
         employees,  partner  or  owners  of the  PC to be  covered  by  similar
         agreements.

4. Use of other  facilities.  It is understood and agreed that in order optimize
your  orthodontics  practice,  you shall agree to perform your  practice at such
locations as Omega may reasoanbly require. In the event the foregoing results in
the  utilization  of  another  Doctor's  facilities,  an  appropriate,  mutually
acceptable  arrangement  shall be concluded  with the goal of fairly  allocating
both cost and income.

5. Option to sell  Management  Elements.  At the  expiration  of the  Management
Services  Agreement  you  shall  have the  option  to have  Omega  purchase  the
management elements of your practice for the following price and conditions:

         a. The consideration  paid to you for the acquisition of the management
         elements of your practice would be _____ in cash, _______ in the common
         stock of Omega and _____ in promissory  note.  Shares of stock of Omega
         tendered for the  acquisition  will be the average  daily closing sales
         price of the stock for the week ending on the Friday preceding the date
         such option is officially exercised.

         b. The  structure of the  transaction  would be mutually  agreed by the
         parties so as to minimize any potential tax exposure by the parties. It
         is  understood  that the  purchase of the  management  elements of your
         practice  will   possibly   require  the  formation  of  new  entities,
         professional  and  otherwise,  as well as require  the  completion  and
         execution of several agreements  including but not limited to a revised
         Management  Services  Agreement,  OMEGA's  Non  Competition  Agreement,
         OMEGA's Stock or Asset Purchase  Agreement with reference to the shares
         of the Doctor's Professional Corporation, a stock option agreement with
         respect to shares of OMEGA, and a Promissory Note.

6.  Contingencies.  Promptly  following  execution of this letter of intent, you
will schedule an in-office visit with a representative  of Omega to evaluate the
facility  and  existing  systems  and to  introduce  Omega to the  staff of your
practice.  The  monetary  portion of your option  which you may have to sell the
management  elements of you practice pursuant to _____above,  will be contingent
upon  a  financial  audit  of  the  practice  prior  to  the  completion  of the
transaction  which  confirms the  unaudited  data  provided by you. If the audit
reveals  either that the gross or net income is different than the data provided
by you, appropriate adjustments will be made to the purchase price.

The following  will be prepared by the your  accountant and presented as part of
the prior to exercising your option:

         a.       Three years federal tax returns
         b.       Current years financial statements to closing date
         c.       List of fixed assets
         d.       Accounts Receivable Summary
         e.       Liabilities assumed
         f.       Notes payable, if applicable
         g.       Capital Purchases schedule
         h.       Any special considerations

7.  Confidentiality.

         a. Confidentiality of Practice Information. Omega hereby agrees to hold
         any and all financial and operating information regarding your practice
         in strictest  confidence and will not divulge such information to third
         parties without your express consent.

         b. Confidentiality of Omega Information.  You will be provided detailed
         financial,  operating and contractual  information of Omega in order to
         allow you to evaluate the appropriateness of an affiliation with Omega.
         You agree to hold such information in the strictest confidence and will
         not divulge it to any third parties  without the prior express  consent
         of Omega.  You also agree not to utilize  materials  which are valuable
         trade  secrets of Omega,  including  but not limited to,  contracts and
         methodology  in any business  endeavor  without the written  consent of
         Omega.

8.  Cooperation.  The parties hereto will cooperate with each other in every way
in carrying out the transactions  contemplated  herein, in obtaining any and all
required  approvals  and  authorizations,  and in executing and  delivering  all
documents, instruments or copies thereof deemed necessary or useful by the other
parties.

9. Costs.  Each party hereto shall bear and be responsible for its own costs and
expenses,  including legal and accounting fees,  incurred in connection with the
transactions contemplated hereunder.

10. Specific Performance: the parties agree that irreparable damage would result
in the event that this Agreements not fully performed. Therefore, the rights and
obligations of the parties  hereunder  shall be enforceable in a court of equity
by a decree of specific  performance,  and appropriate  injunctive relief may be
applied for and granted in connection therewith. Such remedies are not exclusive
and shall be in addition to any other  remedies that either party may have under
this agreement or otherwise.

11. Liability. Notwithstanding anything to the contrary in this Agreement, in no
event shall Omega be liable for any form of indirect,  special or  consequential
damage,  whether such damage arises in contract or tort,  irrespective of fault,
negligence or strict liability.

12. Completion.  The parties hereto agree to complete the transactions described
herein no later  than  March 31,  1998,  unless  extended  by  agreement  of the
parties.  By executing this letter of intent,  the parties agree to negotiate an
agreement in good faith based upon the  principles  stated  herein,  but are not
hereby  agreeing  to the  specific  terms of this  letter and do not agree to be
bound hereby, other than paragraph 9 hereof.

13. Entire  Agreement.  This Agreement  constitutes the entire agreement between
the Members  with  respect to the subject  matter  herein,  and is subject to no
other oral or written proposals,  agreements, or understandings  whatsoever, and
can only be  supplemented  or amended by a written  document  subscribed  by the
Members.

14. Governing Law. This Agreement shall be construed,  performed and enforced in
accordance  with the laws of the  Commonwealth  of  Massachusetts  applicable to
agreement made and to be performed wholly within such jurisdiction.  Each of the
parties hereto  irrevocably  submits to the exclusive  jurisdiction  of any U.S.
Federal  court  located in  Massachusetts  or  Massachusetts  state court in any
action or proceeding arising out of or relating to this Agreement.

         If you agree to the foregoing  terms and  conditions,  please  indicate
your acceptance  thereof by countersigning  the enclosed copy of this letter and
returning it to me in the enclosed envelope. I look forward to hearing from you.

                                                     Sincerely yours,


                                                     Robert J. Schulhof

Agreed and Accepted:



By:_______________________
      John F. Whitaker, D.D.S.