AFFILIATION AGREEMENT AND
                            STOCK PURCHASE AGREEMENT

         THIS AFFILIATION AGREEMENT AND STOCK PURCHASE AGREEMENT is entered into
as of the ___th day of August, 1998, by and between Omega Orthodontics,  Inc., a
Delaware corporation  ("OMEGA") and John F. Whitaker,  D.D.S. ("Dr.  Whitaker"),
who is duly licensed to practice  orthodontics  in the state of California  (the
"State").

                                    RECITALS

A. 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 which  services  are  provided  directly or  indirectly  through  management
service organizations.

B. John F. Whitaker,  D.D.S. Inc., a professional  corporation (the "Orthodontic
Entity") owns and operates an orthodontic practice with offices located at 13252
Hawthorne Blvd. Suite 200 Hawthorne,  CA 90250, (the "Orthodontic  Offices") and
furnishes  orthodontic  care to the general  public  through the services of Dr.
Whitaker affiliated with the Orthodontic Entity.

C. Dr.  Whitaker  presently  holds and owns 100% of the issued  and  outstanding
capital  stock of the  Orthodontic  Entity (the issued and  outstanding  capital
stock is hereafter  referred to herein as the  "Interests"),  represented by the
certificates as follows:

                  No. Shares                Stock Certificate No.

                    -----                          --------

D. Dr. Whitaker  desires to sell and OMEGA desires to buy the Interests upon the
terms and conditions set forth in this Agreement.

E. Prior to selling the Interests, Dr. Whitaker desires to convert the status of
the  Orthodontic  Entity from a professional  entity to a general purpose entity
and to form a new professional corporation or entity to continue his orthodontic
practice at the Orthodontic Offices.

F. Simultaneously with its acquisition of the Interests,  OMEGA shall change the
name of the Orthodontic  Entity to Omega Orthodontics of Woodland Hills, Inc., a
Delaware corporation.

G. OMEGA has conducted a review of the Orthodontic  Entity, and has reviewed the
Orthodontic Entity's audited financial statement (the "Financial Statement"),  a
copy of which is  attached  hereto  as  Exhibit  A.  Based on its  review of the
Orthodontic Entity and the Financial Statement, OMEGA has issued the report (the
"Report"),  a copy of which has been furnished to the  Orthodontic  Entity.  The
Orthodontic  Entity and Dr.  Whitaker  have  reviewed  the  Report  and  OMEGA's
literature,  and agree with the Report and the  concepts of OMEGA's  Exceptional
Practice.

H. Subject to the terms and conditions of this Agreement, OMEGA and Dr. Whitaker
have  determined  that it is in the best  interests of each to effect a sale and
purchase of the  Interests  of  Orthodontic  Entity (the  "Stock  Purchase")  as
provided in Section 2.1 hereof.

NOW,  THEREFORE,  in  consideration  of the  foregoing  recitals  and the mutual
promises  contained herein, and for other good and valuable  consideration,  the
receipt  and   sufficiency  of  which  are  hereby   acknowledged  to  the  full
satisfaction of the parties hereto, the parties hereto agree as follows:

ARTICLE I. ENTITY FORMATION AND CONVERSION

         1.1 At the Closing (as defined in Section  2.3  hereof),  Dr.  Whitaker
shall  cause the  Orthodontic  Entity's  charter  ("Charter")  to be  amended to
convert the  Orthodontic  Entity into a general purpose entity under the laws of
the State.

         1.2  Dr.   Whitaker   shall  sell  the   Interests  to  OMEGA  for  the
consideration set forth in Article II.

         1.3 Dr.  Whitaker shall form a new  professional  entity (the "New PC")
under the laws of the State and, in accordance with the terms of this Agreement,
commence the practice of orthodontics through the New PC.

ARTICLE II.  STOCK PURCHASE AND CONSIDERATION

         2.1  Stock; Consideration and Payment.

         (a) At the Effective Time (as  hereinafter  defined) and subject to the
terms and conditions  hereinafter set forth, OMEGA hereby agrees to purchase and
Dr. Whitaker  hereby agrees to sell the Interests to the Orthodontic  Entity for
the Consideration (as defined below) and upon the terms and conditions set forth
in the  Agreement  by  surrendering  to OMEGA the  certificates  therefor,  duly
endorsed  and  transferable,   free  and  clear  of  any  liens,   encumbrances,
restrictions,  or claims of any kind  (other  than  those  liens,  encumbrances,
restrictions and claims expressly disclosed to OMEGA and affirmatively  accepted
by OMEGA prior to the Effective Time). The Stock Purchase shall become effective
upon the  transferring  of the  certificates  representing  the  Interests  (the
"Effective  Time") to OMEGA and the payment to Dr.  Whitaker  for the  aggregate
consideration (the "Consideration") of:

                  (i) Two hundred and ten thousand dollars ($210,000.00) in cash
         (the "Cash Component"); and

                  (ii)  One-hundred  ten  thousand  dollars   ($110,000)  to  be
         represented by a promissory  note (the "Purchase  Note") payable to Dr.
         Whitaker (the "Note  Component") in the form attached hereto as Exhibit
         B; and

                  (iii)  One-hundred  twenty thousand  dollars  ($120,000) to be
         represented by issuance to Dr. Whitaker of shares of unregistered OMEGA
         common stock ("OMEGA Stock") based on a value per share equal to $_____
         (the  average  of the  closing  prices  for OMEGA  Stock on The  Nasdaq
         SmallCap  Market for each  business  day (Monday  through  Friday,  not
         including  any  legal  holidays)  of the last  five days that the stock
         trades ending the Friday  immediately  preceding the effective  date of
         this  Agreement  and the  Management  Services  Agreement  between  Dr.
         Whitaker  and OMEGA) the Closing (the "Stock  Component"),  which shall
         thereupon be issued to Dr. Whitaker, fully paid and nonassessable.

         2.2      Adjustment and Audit.

         (a) The  Consideration  is  based  on the  value  of the  Interests  as
determined by OMEGA from the information set forth in the Financial Statement.

         (b) The  Consideration  shall be subject to adjustments at Closing for:
(i) prepaid and underpaid rent and other lease obligations, if the leases are to
be continued  after  Closing,  as well as for other agreed  normal and customary
prepaid and underpaid  expenses;  (ii) any accrued but unpaid salaries,  bonuses
and other  compensation,  fringe and health  insurance  benefits,  employment or
payroll taxes and related employment  obligations and (iii) any accounts payable
of the  Orthodontic  Entity which have accrued prior to the  Effective  Time and
which  remain  unpaid as of such time (the  "Accounts  Payable") in excess of an
amount equal to one-half  (1/2) of one "Average"  month of gross income from the
Orthodontic  Entity.  As used  herein,  Average  shall  mean an  average  of the
Accounts Payable of the Orthodontic Entity using the last twelve months prior to
the end of the month immediately preceding the Effective Time.

         (c) The adjustments to the  Consideration,  if any, shall be applied in
the following order of priority;  first to the Cash Component,  and the balance,
if any, to the Stock Component.

         2.3  Time  and  Place  of  Closing.  The  closing  of the  transactions
contemplated  hereby  (herein called the  "Closing")  shall be held  immediately
before the Effective Time at the offices Richard M. Rosenthal,  Esq., in Encino,
California  or at such  other  place,  date or time as may be  fixed  by  mutual
agreement of the parties.

         2.4  Certificates;  Resignations,  Filing  Certificate  of Name Change.
Contemporaneous  with the  Closing,  Dr.  Whitaker  shall  deliver  to OMEGA the
certificates evidencing the Interests,  duly endorsed for transfer and otherwise
as provided in Section  2.1,  and written  resignations  from all  officers  and
directors  of the  Orthodontic  Entity.  OMEGA shall  prepare the duly  executed
Certificate(s)  of Name Change  reflecting  the name  change of the  Orthodontic
Entity to be filed with the State Secretary of State.

         2.5  Delivery  of  Records,  Contracts,  Interests.  At the Closing Dr.
Whitaker shall deliver or cause to be delivered to OMEGA:

         (a) all of the  Orthodontic  Entity's  minute books,  stock records and
other  books  and  records  and  the  Orthodontic  Entity's  leases,  contracts,
employment agreements, non-compete agreements, commitments and rights, with such
consents to the Stock  Purchase  as are  necessary  to assure  OMEGA of the full
benefit of the same.

         (b) Evidence of malpractice insurance coverage for the current and five
(5) prior years,  and if applicable,  evidence of so-called "tail" insurance for
such period naming the Orthodontic Entity as a co-insured or otherwise assigning
to the Orthodontic Entity, its successor and assigns the full benefits thereof.

ARTICLE III.  REPRESENTATIONS AND WARRANTIES

         The  Representations  and  Warranties  of Dr.  Whitaker in the attached
Schedule  1  are  hereby   incorporated  as  if  fully  set  forth  herein.  The
representations  and  Warranties of OMEGA in the attached  Schedule 2 are hereby
incorporated  as if fully set forth herein.  Capitalized  words and  expressions
used in this  Agreement  and which are  defined in said  Schedules 1 and 2 shall
have the same meaning as they are given therein.

ARTICLE IV.  COVENANTS OF DR. WHITAKER

         Dr. Whitaker hereby covenants and agrees with OMEGA as follows:

         4.1 Conduct of  Business.  Between the date of this  Agreement  and the
Closing,  he will do the  following  unless  OMEGA  shall  otherwise  consent in
writing:

         (a)  conduct  the  Orthodontic  Entity  business  only in the  ordinary
course,  and refrain from  changing or  introducing  any method of management or
operations  except in the ordinary  course of business and consistent with prior
practices;

         (b) refrain from making any purchase,  sale or disposition of any asset
or property other than in the ordinary  course of business,  from purchasing any
capital asset costing more than $1,000 and from mortgaging, pledging, subjecting
to a lien or otherwise  encumbering any of the Interests,  the Property or other
assets of the Orthodontic Entity;

         (c) refrain from  incurring  any  contingent  or fixed  obligations  or
liabilities  except  those that are usual and normal in the  ordinary  course of
business;

         (d) refrain from making any change or incurring any  obligation to make
a change in its  Charter  or  By-laws  (certified  copies of which are  attached
hereto  as  Exhibit  C)  or  authorized  or  issued  capital  stock,  except  as
contemplated by this Agreement;

         (e) refrain  from  declaring,  setting  aside or paying any dividend or
making any other  distribution in respect of capital stock, or making any direct
or indirect  redemption,  purchase or other acquisition of capital stock, of the
Orthodontic Entity;

         (f) use his best efforts to keep intact its business  organization,  to
keep  available its present  officers,  agents and employees and to preserve the
goodwill of all patients,  suppliers,  and others having business relations with
it;

         (g) not commit or fail to commit any act which would cause Dr. Whitaker
or the Orthodontic Entity to suffer the revocation,  suspension or limitation of
Dr. Whitaker's or the Orthodontic Entity's license.

         (h) permit OMEGA and its authorized representatives to have full access
to all its properties, assets, records, tax returns, Orthodontic Entity records,
contracts and documents and furnish to OMEGA or its  authorized  representatives
such financial and other  Information with respect to its business or properties
as OMEGA may from time to time reasonably request.

         4.2  Authorization  from  Others.  Prior to the  Closing,  he will have
obtained  all  assignments,  authorizations,  consents  and  permits  of  others
required  to  permit  the  consummation  by Dr.  Whitaker  of  the  transactions
contemplated by this Agreement.

         4.3 Breach of  Representations  and Warranties.  Promptly upon becoming
aware of the actual, impending or threatened occurrence of any event which would
cause or constitute a breach,  or would have caused or  constituted a breach had
such event  occurred or been known to them prior to the date  hereof,  of any of
their  representations  and  warranties  contained  in or  referred  to in  this
Agreement,  he shall give detailed written notice thereof to OMEGA and shall use
his best efforts to prevent or promptly remedy the same.

         4.4  Consummation  of  Agreement.  Each  shall use his best  efforts to
perform and fulfill all conditions  and  obligations on his part to be performed
and  fulfilled  under  this  Agreement,   to  the  end  that  the   transactions
contemplated by this Agreement shall be fully carried out.

ARTICLE V.  COVENANTS OF OMEGA.

         OMEGA hereby covenants and agrees with Dr. Whitaker as follows:

         5.1  Authorization  from  Others.  Prior to the  Closing,  it will have
obtained all  authorizations,  consents and permits of others required to permit
the consummation by it of the transactions contemplated by this Agreement.

         5.2 Consummation of Agreement. It shall use its best efforts to perform
and  fulfill all  conditions  and  obligations  on its part to be  performed  or
fulfilled under this Agreement, to the end that the transactions contemplated by
this Agreement shall be fully carried out.

ARTICLE VI.  CONDITIONS TO OBLIGATIONS OF OMEGA

         The   obligations  of  OMEGA  to  consummate  this  Agreement  and  the
transactions  contemplated hereby are subject to the condition that on or before
the Closing the actions required by this Article 6 will have been accomplished.

         6.1 Representations; Warranties; Covenants. Each of the representations
and warranties of Dr. Whitaker contained in Schedule 1 shall be true and correct
as though made on and as of the Closing,  and Dr.  Whitaker shall have performed
all of his  obligations  hereunder which by the terms hereof are to be performed
on or before the Closing.

         6.2 New PC. Dr. Whitaker shall have formed the New PC under the laws of
the State in order to commence the practice of orthodontics  through the New PC.
Dr.  Whitaker shall have  furnished (i) a certificate of the State  Secretary of
State as to the legal existence and  professional  corporation  good standing of
New PC; and (ii) a copy of the resolutions adopted by the board of directors and
stockholders  of  New PC  authorizing  and  approving  the  Management  Services
Agreement and the Stock Put/Call Option and Successor Designation Agreement.

         6.3 Other  Agreements.  Dr. Whitaker shall have executed and delivered,
or shall have caused the New PC to execute and  deliver,  to OMEGA a  Management
Services  Agreement  and a  Stock  Put/Call  Option  and  Successor  Designation
Agreement,  each  having  substantially  the terms and  conditions  of the forms
hereof collectively attached hereto as Exhibit D.

         6.4 INTENTIONALLY OMITTED

         6.5 Absence of Certain  Litigation.  There shall not be any injunction,
restraining  order or order  of any  nature  issued  by any  court of  competent
jurisdiction  which  directs that this  Agreement  or any  material  transaction
contemplated hereby shall not be consummated as herein provided, or suit, action
or other  proceeding  which in the  reasonable  opinion of counsel  for OMEGA is
likely to result in the  restraint or  prohibition  of the  consummation  of any
material transaction contemplated hereby.

         6.6 Notices.  The Orthodontic Entity shall, at OMEGA's expense,  notify
all  patients and  obligors of accounts  receivable,  and third party payors and
others  designated  by OMEGA of the Stock  Purchase  and the other  transactions
contemplated   hereunder   pursuant  to  notices   substantially   in  the  form
collectively attached hereto as Exhibit B.

         6.7 Financial  Condition.  The financial  condition of the  Orthodontic
Entity shall not be materially adversely different from the Financial Statement,
as  determined  by  OMEGA.  During  the  period  from the date of the  Financial
Statement to the Closing,  there shall not have been any material adverse change
in the financial condition, results of operations,  business or prospects of the
Orthodontic  Entity,  nor any material loss or damage to its assets,  whether or
not  insured,  which  materially  affects the ability of  Orthodontic  Entity to
conduct its business. Dr. Whitaker shall cause the Orthodontic Entity to deliver
to OMEGA a certificate,  dated the date of Closing, to the foregoing effect, and
further to the effect that there are no Accounts Payable or other liabilities as
of the date of Closing that are not reflected on the Financial  Statement  other
than those which have been  disclosed  in writing to and  accepted in writing by
OMEGA  and  which  incurred  since the date of the  Financial  Statement  in the
ordinary course of business.

         6.8  Due  Diligence.  OMEGA,  acting  in  good  faith  and in its  sole
discretion,  shall  be  reasonably  satisfied  with  the  results  of  its  "Due
Diligence" on Dr. Whitaker and the Orthodontic Entity as not reflecting any data
or information which individually or in the aggregate,  if previously disclosed,
would have indicated that there was a material adverse change in the business of
the Orthodontic Entity or in the condition or prospects (financial or otherwise)
of the assets, properties,  operations,  patients, employees or equipment of the
business of the Orthodontic  Entity from the  information  provided prior to the
date hereof. As used herein, Due Diligence shall mean, without  limitation,  the
results  of the  Audit  of the  Financial  Statement  and of all  other  matters
(financial  or  otherwise)  related to, or otherwise  deemed  material by OMEGA,
regarding Dr. Whitaker and the  Orthodontic  Entity,  including  location of the
Orthodontic Offices and its demographics, the leases, the Equipment,  insurance,
licensing, malpractice issues, liabilities, compliance with laws and regulations
and health surveys.

ARTICLE VII.  CONDITIONS TO OBLIGATIONS OF DR. WHITAKER

         The  obligations of Dr.  Whitaker to consummate  this Agreement and the
transactions  contemplated hereby are subject to the condition that on or before
the Closing the actions required by this Article 7 will have been accomplished.

         7.1 Representations; Warranties; Covenants. Each of the representations
and  warranties  of OMEGA  contained  in Schedule 2 shall be true and correct as
though made on and as of the Closing and each of OMEGA shall have  performed all
of its obligations hereunder which by the terms hereof are to be performed on or
before the Closing.

         7.2 INTENTIONALLY OMITTED.

         7.3 Other  Agreements.  OMEGA shall have  executed and delivered to Dr.
Whitaker and New PC a Management  Services Agreement and a Stock Put/Call Option
and Successor  Designation  Agreement,  each having  substantially the terms and
conditions of the forms hereof collectively attached hereto as Exhibit D.

         7.4 INTENTIONALLY OMITTED.

         7.5 Absence of Certain  Litigation.  There shall not be any injunction,
restraining  order or order  of any  nature  issued  by any  court of  competent
jurisdiction  which  directs that this  Agreement  or any  material  transaction
contemplated hereby shall not be consummated as herein provided, or suit, action
or other proceeding which in the reasonable  opinion of counsel for Dr. Whitaker
is likely to result in the restraint or prohibition of the  consummation  of any
material transaction contemplated hereby.

ARTICLE VIII.  OBLIGATIONS AFTER CLOSING.

         8.1 OMEGA Exceptional Practice and the Report Suggestions.
On and after the Closing,  Dr.  Whitaker agrees to cause the New PC to implement
the suggestions in the Report and the concepts of OMEGA's Exceptional Practice.

         8.2 Books and Records. OMEGA shall permit Dr. Whitaker, his accountants
and  attorneys,  reasonable  access to such books and records for the purpose of
preparing such tax returns of Dr.  Whitaker as may be required after the Closing
and for other proper purposes approved by OMEGA.

         8.3 License.  Dr.  Whitaker  shall  maintain all licenses  necessary to
practice  orthodontics  in the State.  Dr.  Whitaker shall not commit or fail to
commit  any act which  would  cause  Dr.  Whitaker  or the New PC to suffer  the
revocation, suspension or limitation of Dr. Whitaker's or the New PC's license.

ARTICLE IX.  INDEMNIFICATION.

         9.1  Indemnification  By Dr.  Whitaker.  Subject to the limitations set
forth in Section 9.3, Dr. Whitaker agrees to defend,  indemnify and hold each of
OMEGA  harmless from and against any damages,  liabilities,  losses and expenses
(including  reasonable  counsel fees) of any kind or nature whatsoever which may
be  sustained  or suffered  by OMEGA based upon a breach of any  representation,
warranty or covenant made by Dr.  Whitaker in this  Agreement or in any exhibit,
certificate,  schedule or financial statement delivered hereunder,  or by reason
of any claim,  action or proceeding  asserted or  instituted  growing out of any
matter or thing covered by such representations, warranties or covenants.

         9.2  Indemnification By OMEGA.  Subject to the limitations set forth in
Section 9.3, OMEGA agrees to defend,  indemnify and hold Dr.  Whitaker  harmless
from and  against  any  damages,  liabilities,  losses and  expenses  (including
reasonable  counsel  fees) to the extent such are  sustained  or suffered by Dr.
Whitaker based upon a breach of any representation, warranty or covenant made by
OMEGA in this  Agreement or in any exhibit,  certificate,  schedule or financial
statement delivered  hereunder,  or by reason of any claim, action or proceeding
asserted  or  instituted  growing  out of any  matter or thing  covered  by such
representations, warranties or covenants.

         9.3 Exclusions.  Notwithstanding Sections 9.1 and 9.2:

         (a) no  indemnification  shall be  payable  to the  extent any claim is
covered by insurance; and

         (b) no indemnification shall be payable with respect to claims asserted
more than five (5) years after the Closing.

         9.4 Limitation of Liability.  Notwithstanding  anything to the contrary
contained  in this  Agreement,  or any Schedule or Exhibit  hereto,  in no event
shall Dr. Whitaker, or OMEGA or their officers, directors or employees be liable
for any form of indirect,  special, incidental or consequential damages, whether
such damages  arise in contract or tort,  irrespective  of fault,  negligence or
strict liability.

         9.5 Notice:  Defense of Claims. Prompt written notice of each claim for
indemnification  hereunder  shall be given to the other  party,  specifying  the
amount and nature of the claim,  and of any matter  which in the  opinion of the
claimant is likely to give rise to an  indemnification  claim.  The indemnifying
party shall have the right to  participate  at its own expense in the defense of
any such matter or its settlement.  If, in the opinion of the indemnified party,
its financial  condition or business would not be impaired  thereby,  such party
may authorize the indemnifying  party to take over the defense of such matter so
long as such  defense is  expeditious.  Failure to give notice of a matter which
may give rise to an  indemnification  claim  shall not  affect the rights of any
party  to  collect  such  claim  from the  other  party  or its  transferees  in
liquidation.

         9.6  Payment  of  Claims;   Alternative  Dispute  Resolution.  (a)  Any
indemnification  claims shall be paid or otherwise satisfied by Dr. Whitaker, or
Dr. Whitaker's  transferees in liquidation,  within 30 days after notice thereof
is given by OMEGA. In the event Dr. Whitaker indicates in a writing delivered to
OMEGA that he  disputes  the nature or amount of the claim,  in which  event the
dispute upon the election of any party hereto after said 30-day  period shall be
handled in accordance with this Section.

         (b) If a dispute arises under this  Agreement  which cannot be resolved
informally  by the  parties,  any party may invoke the  procedures  set forth in
Exhibit D hereto and the parties agree to use these procedures, except paragraph
(c) of this Section 9.5, 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.

         (c)  Notwithstanding  anything  in this  Section  9.5 to the  contrary,
nothing in this Section 9.5 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.

ARTICLE X.  MISCELLANEOUS.

         10.1 Termination.  At any time prior to the Closing, this Agreement may
be  terminated  (i) by mutual  consent of the parties with the approval of their
respective  board of  directors  or members,  (ii) by either if there has been a
material  misrepresentation,  breach of  warranty  or breach of  covenant by the
other party in its  representations,  warranties and covenants set forth herein,
(iii) by OMEGA if the conditions stated in Article VI have not been satisfied at
or prior to the Closing,  or (iv) by Dr.  Whitaker if the  conditions  stated in
Article VII have not been satisfied at or prior to the Closing.

         10.2 Survival of Warranties and Other Obligations. All representations,
warranties,  agreements,  covenants and  obligations  herein or in any schedule,
exhibit,  certificate  or financial  statement  delivered by either party to the
other party incident to the transactions contemplated hereby are material, shall
be deemed to have been  relied  upon by the other  party and shall  survive  the
Closing  regardless of any  investigation and shall not merge in the performance
of any obligation by either party hereto.

         10.3 Fees and  Expenses.  Each of the parties  will bear its or his own
expenses  in  connection  with  the  negotiation  and  the  consummation  of the
transactions contemplated by this Agreement.

         10.4 Notices. Any notice or other communication in connection with this
Agreement  shall be deemed to be  delivered  if in writing  (or in the form of a
telegram or facsimile  transmission)  addressed as provided  below and if either
(a) actually  delivered at said address,  or (b) in the case of a letter,  three
business days shall have elapsed after the same shall have been deposited in the
United States mail, postage prepaid and registered or certified,  return receipt
requested, or sent by reputable overnight courier:

                  If to Dr. Whitaker, to:

                  John F. Whitaker, D.D.S.
                  13252 Hawthorne Blvd. Suite 200
                  Hawthorne, CA 90250

                  If to the OMEGA, to:

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

and in any case at such other address as the addressee  shall have  specified by
written  notice.  All  periods  of  notice  shall be  measured  from the date of
delivery thereof.

         10.5  Entire  Agreement.  This  Agreement  (including  all  exhibits or
schedules appended to this Agreement and all documents delivered pursuant to the
provisions of this  Agreement,  all of which are hereby  incorporated  herein by
reference)  together  with  the  Management  Services  Agreement  and the  Stock
Put/Call Option and Successor  Designation Agreement (including all exhibits and
schedules thereto), taken together,  constitute the entire agreement between the
parties,  and all  promises,  representations,  understandings,  warranties  and
agreements  with reference to the subject  matter hereof and  inducements to the
making of this  Agreement  relied upon by my party hereto,  have been  expressed
herein or therein.

         10.6 Binding  Agreement,  Successors.  This Agreement  shall be binding
upon, and shall be enforceable by and inure to the benefit of, the parties named
herein and their respective successors and assigns; provided, however, that this
Agreement  may not be assigned by any of the parties  without the prior  written
consent  of all the  other  parties,  provided,  however  that  OMEGA  shall  be
permitted to assign its rights and obligations  hereunder without the consent of
Dr. Whitaker to any financing  institutions as may be required by such financing
institutions  or the terms of credit  agreements  which may be entered into from
time to time by Omega for the obtaining of additional financing for Omega.

         10.7 Confidentiality.  As used herein, "Confidential Information" means
any  information  or data that a party has acquired  from another  party that is
confidential or not otherwise available to the public,  whether oral or written,
including  without  limitation  any  analyses,  computations,  studies  or other
documents  prepared  from  such  information  or data  by or for the  directors,
officers, employees, agents or representatives of such party (collectively,  the
"Representatives"), but excluding information or data which (i) became available
to the  public  other  than  as a  result  of  such  party's  violation  of this
Agreement,  (ii)  became  available  to such party from a source  other than the
other party if that  source was not bound by a  confidentiality  agreement  with
such other party and such source lawfully  obtained such information or data, or
(iii) is required to be disclosed by  applicable  law,  provided  that  promptly
after being compelled to disclose any such  information or data, the party being
so compelled shall provide prompt notice thereof to the other party so that such
other party may seek a protective order or other appropriate  remedy. Each party
covenants and agrees that it and its Representatives shall keep confidential and
shall not disclose all Confidential  Information,  except to its Representatives
and lenders who need to know such information and agree to keep it confidential.
Each  party  shall  be  responsible  for any  breach  of this  provision  by its
Representatives.  In the event that the Closing does not occur,  each party will
promptly  return to the other all  copies  of such  other  party's  Confidential
Information.

         10.8 Governing  Law;  Severability.  This  Agreement  shall be deemed a
contract made under the laws of the State of California  and,  together with the
rights and  obligations of the parties  hereunder,  shall be construed under and
governed by the laws of such state.  The invalidity or  unenforceability  of any
provision of this Agreement shall not affect the validity or  enforceability  of
any other provision hereof.

         10.9  Referrals.  Nothing in this  Agreement  shall be  construed as an
offer or payment to the other party or any  affiliate  of the other party of any
cash or other remuneration whether directly or indirectly,  overtly or covertly,
specifically  for  patient  referrals  or  for  recommending  or  arranging  the
purchase,  lease  or  order  of any item or  service.  The  Consideration  to be
received upon  consummation  of the Stock  Purchase  represents  the fair market
value of the  Orthodontic  Entity and is not in any way related to or  dependent
upon referrals by and between OMEGA and Dr. Whitaker.

         10.10 Further  Assurances.  Following the execution of this  Agreement,
Dr. Whitaker and OMEGA each agrees:

         (a) to deliver such other instruments of title, certificates, consents,
endorsements,  assignments,  assumptions and other documents or instruments,  in
form reasonably  acceptable to the party requesting the same and its counsel, as
may be reasonably necessary to carry out and/or to comply with the terms of this
Agreement, and the transactions contemplated herein;

         (b) to confer on a regular  basis  with the other,  report on  material
operational  matters and  promptly  advise the other orally or in writing of any
change or event  resulting in or which,  insofar as can  reasonably  be foreseen
could result in, a material adverse effect on such party or which would cause or
constitute  a  material  breach  of any of the  representations,  warranties  or
covenants of such party contained herein; and

         (c) to provide the other (or its counsel)  promptly  with copies of all
filings  made by such  party with any state or  federal  governmental  entity in
connection with this Agreement or the transactions contemplated hereby.

         10.11  INTENTIONALLY BLANK

         10.12  Counterparts;  Section Headings;  Gender.  This Agreement may be
executed,  accepted  and  delivered  in any  number  of  counterparts,  but  all
counterparts  shall  together  constitute but one and the same  instrument.  The
underlined  section  headings are inserted for convenience of reference only and
are not to be construed as part of this  Agreement.  The use of the masculine or
neuter gender includes each of the other genders.

         IN WITNESS  WHEREOF the parties hereto have caused this Agreement to be
executed   as  of  the  date  set   forth   above  by  their   duly   authorized
representatives.


                                    _______________________________
                                    Printed Name: John F. Whitaker, D.D.S.


                                    John F. Whitaker, D.D.S., Inc.
                                    (As to Section 10.11 Only)

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

                                    Its _______________________________
                                           Duly Authorized


                                    OMEGA ORTHODONTICS, INC.

                                    By:  _______________________________
                                         Printed Name: Robert J. Schulhof
                                         Its President and
                                         Chief Executive Officer
                                         Duly Authorized

<PAGE>
Exhibit A

Financial Statement

<PAGE>
Exhibit B

Notices

<PAGE>
 Exhibit C

Orthodontic Entity's Charter and
By-Laws and Stock Certificates

<PAGE>
Exhibit D  

Draft Management Services Agreement and
Stock Put/Call Option and Successor Designation Agreement


<PAGE>
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
either the Center for Public Resources,  California, ("CPR") Panels of Neutrals,
the American  Arbitration  Association  ("AAA") or the  Association  of Attorney
Mediators ("AAM"), with the assistance of such organization,  unless the parties
agree otherwise in finding a mutually acceptable mediator.

         5. OMEGA shall bear 50% and the New PC and Dr.  Whitaker shall bear 50%
of the fees and costs of the mediator and any fees and costs of CPR, AAA or AAM.

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

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 AAA, AAM or CPR, to a qualified sole arbitrator in
accordance with the then current CPR Rules for  Non-Administered  Arbitration of
Business  Disputes or comparable AAA or AAM rules.  The sole arbitrator shall be
agreed upon by the parties  within twenty (20) days after either party elects to
submit any issue to  arbitration  or,  failing  that,  shall be  selected by the
organization  to  whom  the  parties  selected  for  arbitration.   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.  If the party initially raising the dispute to be resolved is New
PC or Dr. Whitaker, the arbitration shall be held in Boston, Massachusetts,  and
if the party  initially  raising the dispute to be resolved is the MSO or OMEGA,
the arbitration shall be held in Los Angeles, California.

<PAGE>
Schedule 1

Representations and Warranties of
Dr. Whitaker to OMEGA

         Dr. Whitaker hereby represents and warrants to OMEGA as follows:

         1.  Organization  and  Qualification  of the  Orthodontic  Entity.  The
Orthodontic Entity is a duly formed and organized professional corporation under
the laws of the State. The Orthodontic Entity is a legally existing professional
corporation  under the State  Professional  Corporation  Act (the  "Act") and no
event has occurred  which alone or after the passage of time would result in the
dissolution of the Orthodontic Entity. The Orthodontic Entity has the full power
to conduct business as currently  conducted by the Orthodontic Entity and to own
and lease the  property  it  purports  to own.  The  copies of any  articles  of
organization  or  incorporation  and  by-laws,  as  defined  in the Act,  of the
Orthodontic  Entity which are currently in effect,  and all  amendments  thereto
(collectively,  the "Charter and By-Laws"),  certified by Dr. Whitaker, attached
hereto as Exhibit C are complete and correct.

         2.  Authorization  of Transaction.  All necessary  action,  Orthodontic
Entity or otherwise,  has been taken to authorize the execution of the Agreement
by Dr.  Whitaker,  and the delivery and  performance  of this  Agreement and the
transactions  contemplated  hereby,  and the  Agreement is the valid and binding
obligation of Dr. Whitaker,  enforceable against Dr. Whitaker in accordance with
its terms.

         3. Present Compliance with Obligations and Laws. Except as disclosed on
Exhibit X attached to this  Schedule,  there is not:  (a) any  violation  of the
Charter  or  By-Laws;  (b) a  default  in the  performance  of  any  obligation,
agreement  or  condition  of  any  debt  instrument  from  Dr.  Whitaker  or the
Orthodontic  Entity  which (with or without the passage of time or the giving of
notice) affords to any person the right to accelerate any material  indebtedness
or  terminate  any right;  (c) a default  of or breach of (with or  without  the
passage  of time or the  giving  of  notice)  any  other  contract  to which Dr.
Whitaker  or the  Orthodontic  Entity is a party or by which  their  assets  are
bound;  or (d) any  violation of any law,  regulation,  administrative  order or
judicial order  applicable to Dr. Whitaker or the Orthodontic  Entity,  or their
business or assets.

         4. No Conflict of Transaction With Obligations and Laws.

         (a) Neither the execution,  delivery and performance of this Agreement,
nor  the  performance  of  the  transactions   contemplated  hereby,  will:  (i)
constitute  a breach or violation of  Orthodontic  Entity's  Charter or By-Laws;
(ii)  conflict  with or  constitute  (with or without the passage of time or the
giving of notice) a breach of, or default  under,  any debt  instrument to which
Dr. Whitaker or the Orthodontic  Entity is a party, or give any person the right
to accelerate any indebtedness or terminate any right; (iii) constitute (with or
without  the  passage of time or giving of notice) a default  under or breach of
any other agreement, instrument or obligation to which the Orthodontic Entity or
Dr.  Whitaker is a party or by which their assets are bound; or (iv) result in a
violation  of any  law,  regulation,  administrative  order  or  judicial  order
applicable to the Orthodontic Entity, Dr. Whitaker, their business or assets.

         (b) Except as disclosed on the attached Exhibit X to this Schedule, the
execution,  delivery and  performance  of this  Agreement  and the  transactions
contemplated  hereby by the  Orthodontic  Entity  do not  require  the  consent,
waiver,  approval,  authorization,  exemption  of or  giving  of  notice  to any
governmental authority.

         5.  Investigations and Licenses.

         (a) The Orthodontic Entity and Dr. Whitaker have all necessary licenses
to practice orthodontics in the State.

         (b) Neither the  Orthodontic  Entity nor Dr. Whitaker is subject to any
investigation,   whether  threatened,   current  or  pending,  under  which  the
Orthodontic  Entity or Dr.  Whitaker  may be  required  to forfeit or suffer the
revocation,  suspension  or  limitation  of Dr.  Whitaker's  or the  Orthodontic
Entity's license to practice orthodontics and neither the Orthodontic Entity nor
Dr. Whitaker is subject to any  investigation,  whether  threatened,  current or
pending by a commercial third-party payor.

         6. Financial  Statement.  Attached as Exhibit A to the Agreement is the
Financial  Statement of the  Orthodontic  Entity.  To the best  knowledge of Dr.
Whitaker, the Financial Statement is complete and correct and fairly presents in
all material respects the financial position of the Orthodontic Entity as at the
date of such  statement  and the results of its  operations  for the period then
ended, in accordance with generally accepted accounting principles  consistently
applied throughout the periods covered thereby for the periods covered thereby.

         7.  Capitalization  and the Interests.  The  authorized  capital of the
Orthodontic  Entity  consists of the  Interests.  All of the Interests have been
validly  issued and are fully  paid and  non-assessable.  There are no  options,
warrants,  rights or other agreements or commitments  obligating the Orthodontic
Entity  or Dr.  Whitaker  to  issue  or sell  the  Interests  and  there  are no
pre-emptive rights with respect to any Interests. Dr. Whitaker is the beneficial
and record owner of the Interests. Dr. Whitaker has good title to the Interests,
free and clear of any  liens,  encumbrances  or  restrictions  of any kind.  The
Interests are not subject to any voting or similar agreement.

         8.  Property; Liens; Condition.

         (a) Except as set forth on Exhibit X to this Schedule,  the Orthodontic
Entity has good and marketable  title in fee simple to all of its owned real and
personal  property,  including without  limitation,  all machinery and equipment
used or owned by the  Orthodontic  Entity  (the  "Equipment")  free of liens and
encumbrances  (the  "Property").  All  the  Property  owned  or  leased  by  the
Orthodontic  Entity is in good repair,  has been well maintained,  substantially
conforms with all applicable  ordinances,  regulations and zoning or other laws.
The Equipment is in good working order.

         (b) No other entity or person owns any of the assets  necessary for the
operation of the Orthodontic Entity. The Orthodontic Entity does not operate any
of its practice through any other entities or persons.

         9.  Payment of Taxes.  The  Orthodontic  Entity has filed all  federal,
state and local  income,  excise or  franchise  tax  returns,  real  estate  and
personal  property tax returns,  sales and use tax returns and other tax returns
required  to be filed and has paid all taxes owing  except  taxes which have not
yet accrued or otherwise  become due for which adequate  provision has been made
in the  Financial  Statement.  All  transfer,  excise or other taxes  payable by
reason of the Stock Purchase pursuant to the Agreement shall be paid or provided
for by the  Dr.  Whitaker  after  the  Closing  out of the  Consideration  to be
received upon consummation of the Stock Purchase.

         10. Absence of Undisclosed Liabilities and Changes.

         (a) As of the date of the Financial  Statement,  the Orthodontic Entity
had no  liabilities  of any nature,  whether  accrued,  absolute,  contingent or
otherwise  (including without  limitation  liabilities as guarantor or otherwise
with respect to  obligations  of others,  or  liabilities  for taxes due or then
accrued or to become due), except (i) liabilities stated or adequately  reserved
against on the Financial  Statement,  (ii)  liabilities  not in excess of $5,000
arising  in the  ordinary  course of  business  since the date of the  Financial
Statement,  and (iii) liabilities disclosed in Exhibit X to this Schedule. There
is no fact which materially  adversely affects,  or may in the future (so far as
can now be  reasonably  foreseen)  materially  adversely  affect,  the business,
properties, operations or condition of the Orthodontic Entity which has not been
specifically disclosed herein or in Exhibit X to this Schedule.

         (b) Except as disclosed in Exhibit X to this  Schedule,  since the date
of the Financial Statement there has not been:

                  (i) any change in the financial condition, properties, assets,
liabilities,  business or operations of the Orthodontic Entity,  which change by
itself or in conjunction with all other such changes,  whether or not arising in
the ordinary course of business, has been materially adverse with respect to the
Orthodontic Entity;

                  (ii) any  mortgage,  encumbrance  or lien placed on any of the
Interests  or the  Property,  or the  property  subject to any  lease,  or which
remains in existence on the date hereof or at the time of Closing; or

                  (iii) any obligation or liability  incurred by the Orthodontic
Entity other than obligations and liabilities incurred in the ordinary course of
business and disclosed on Exhibit X attached to this Schedule.

         11.  Litigation.  Except  for  matters  described  on Exhibit X to this
Schedule,  there is no action, suit, claim,  proceeding or investigation pending
or, to the  knowledge  of the  Orthodontic  Entity or Dr.  Whitaker,  threatened
against the Orthodontic  Entity or Dr. Whitaker,  at law or in equity, or before
or  by  any  Federal,   state,  municipal  or  other  governmental   department,
commission,  board,  bureau,  agency or instrumentality or governmental  inquiry
pending  or,  to  the  knowledge  of the  Orthodontic  Entity  or Dr.  Whitaker,
threatened  against or involving Dr.  Whitaker or the  Orthodontic  Entity,  and
there is no basis for any of the foregoing,  and there are no outstanding  court
orders,  court decrees, or court stipulations to which the Orthodontic Entity or
Dr. Whitaker is a party which question this Agreement or affect the transactions
contemplated  hereby,  or which will result in any materially  adverse change in
the business,  properties,  operations,  prospects,  assets or in the condition,
financial or otherwise, of Dr. Whitaker or the Orthodontic Entity.

         12. Insurance. The Orthodontic Entity has possessed adequate occurrence
Professional liability coverage for the five (5) years prior to the date of this
Agreement   protecting  the  Orthodontic   Entity  and  Dr.  Whitaker  from  any
professional  malpractice  liability that might arise because of the Orthodontic
Entity's or Dr.  Whitaker's  practice  activities  over the  preceding  five (5)
years.  Prior to the Closing,  the New PC shall have obtained and shall continue
to maintain, at its cost, Occurrence Medical Malpractice Liability Insurance for
Dr. Whitaker and the New PC. The Orthodontic Entity possesses adequate insurance
coverage for its Property.

         13. Taxes. The Orthodontic  Entity has filed all tax returns,  federal,
state, county and local,  required to be filed by it, and the Orthodontic Entity
has paid all taxes shown to be due by such  returns as well as all other  taxes,
assessments and governmental charges which have become due or payable, including
without  limitation  all taxes  which the  Orthodontic  Entity is  obligated  to
withhold  from amounts  owing to employees,  creditors  and third  parties.  The
Orthodontic  Entity has established  adequate reserves for all taxes accrued but
not yet payable.  All tax elections have been made by the Orthodontic  Entity in
accordance with generally accepted  practice.  The federal income tax returns of
the Orthodontic  Entity have never been audited by the Internal Revenue Service.
No  deficiency  assessment  with  respect  to  or  proposed  adjustment  of  the
Orthodontic  Entity's  federal,  state,  county  or local  taxes is  pending  or
threatened.  There is no tax lien, whether imposed by any federal, state, county
or local  taxing  authority,  outstanding  against  the  assets,  properties  or
business of the Orthodontic  Entity.  Neither the Orthodontic  Entity nor any of
its  present or former  stockholders  has ever  filed an  election  pursuant  to
Section 1362 of the Internal Revenue Code of 1986, as amended (the "Code"), that
the Orthodontic  Entity be taxed as an S corporation.  The Orthodontic  Entity's
net  operating  losses  for  federal  income tax  purposes,  as set forth in the
financial  statements  referred  to in  Section  2.05,  are not  subject  to any
limitations  imposed by Section  382 of the Code and the full amount of such net
operating  losses are available to offset the taxable income of the  Orthodontic
Entity for the current  fiscal  year and, to the extent not so used,  succeeding
fiscal years. Consummation of the transactions contemplated by this Agreement or
by any other agreement, understanding or commitment (contingent or otherwise) to
which the  Orthodontic  Entity is a party or by which it is otherwise bound will
not have the effect of limiting the Orthodontic Entity's ability to use such net
operating losses in full to offset such taxable income.

         14.  Assumptions,  Guaranties,  Etc. of  Indebtedness of Other Persons.
Except as set forth in  Schedule  X, The  Orthodontic  Entity  has not  assumed,
guaranteed,  endorsed or otherwise become directly or contingently liable on any
indebtedness of any other person (including,  without  limitation,  liability by
way of agreement,  contingent or  otherwise,  to purchase,  to provide funds for
payment,  to supply funds to or otherwise invest in the debtor,  or otherwise to
assure the creditor  against  loss),  except for  guaranties by  endorsement  of
negotiable  instruments  for deposit or  collection  in the  ordinary  course of
business.

         15.  Compliance  with  ERISA.  Except as set forth in  Schedule  X, the
Orthodontic  Entity has not  established,  maintained,  made or been required to
make any contributions to, or terminated,  nor does it have any liabilities with
respect  to, any  employee  benefit  plan  within the  meaning  of, and which is
subject to, Section 3 of the Employee Retirement Income Security Act of 1974, as
amended.

         16.  Disclosures.  Neither this  Agreement  nor any exhibit or schedule
hereto, nor any report, certificate or instrument furnished to the Purchasers or
their counsel in connection with the transaction contemplated by this Agreement,
when read together,  contains or will contain any material  misstatement of fact
or omits or will omit to state a material fact  necessary to make the statements
contained herein or therein, in light of the circumstances under which they were
made,  not  misleading.  The Seller knows of no information or fact which has or
would have a material  adverse  effect on the financial  condition,  business or
prospects  of the  Orthodontic  Entity  which  has  not  been  disclosed  to the
Purchasers.

<PAGE>
                                   EXHIBIT X

                       Exceptions to Representations and
                      Warranties of Dr. Whitaker to OMEGA


<PAGE>
Schedule 2

Representations and Warranties of
OMEGA to Dr. Whitaker

         OMEGA hereby represents and warrants to Dr. Whitaker as follows:

         1.  Organization.  That it is a  corporation  duly  organized,  validly
existing and in good  standing  under the laws of Delaware  with full  corporate
power to own or lease its  properties  and to conduct its business in the manner
and in the places where such  properties are owned or leased or such business is
conducted by it.

         2.  Authorization of Transaction.  All necessary  action,  corporate or
otherwise,  has been  taken  by it to  authorize  the  execution,  delivery  and
performance  of this  Agreement,  and  this  Agreement  is a valid  and  binding
obligation of it enforceable against it in accordance with its terms, subject to
laws of general application affecting creditor's rights generally.

         3.  Litigation.  There is no litigation  pending or, to its  knowledge,
threatened  against it which  would  prevent or hinder the  consummation  of the
transactions contemplated by this Agreement.

         4. Securities Not Registered.  It understands  that the Interests to be
purchased have not been registered under the Securities Act of 1933, as amended,
or under the  securities  laws of any state and that neither the  Securities and
Exchange  Commission  nor  any  state  securities  commission  has  approved  or
disapproved of the securities.