EXHIBIT 10.3








                      AMENDED AND RESTATED

                 MANAGEMENT SERVICES AGREEMENT


                             AMONG

              SCOTT E. FELDMAN, D.D.S., M.S., INC.
                         (the "New PC")

                              AND

           OMEGA ORTHODONTICS OF WOODLAND HILLS, INC.
                          (the "MSO")

                              AND

                    OMEGA ORTHODONTICS, INC.
                                                        ("OMEGA")

                      AMENDED AND RESTATED
                 MANAGEMENT SERVICES AGREEMENT


           THIS  AMENDED AND RESTATED AGREEMENT is made effective
as  of  this  7th  day of January, 1998, by and  among  Scott  E.
Feldman,  D.D.S.,  M.S., Inc. , a professional  corporation  (the
"New  PC") incorporated under the laws of the State of California
(the "State"), and OMEGA Orthodontics of Woodland Hills, Inc.,  a
Delaware corporation (the "MSO"), and OMEGA ORTHODONTICS, INC., a
Delaware corporation ("OMEGA").

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

           WHEREAS,  OMEGA  and  Scott E. Feldman,  D.D.S.  ("Dr.
Feldman")  who is duly licensed to practice orthodontics  in  the
State  have  entered into that certain Affiliation Agreement  and
Asset  Purchase Agreement (the "Affiliation Agreement") dated  as
of  March  31,  1997,  pursuant to which OMEGA  acquired  certain
assets of Dr. Feldman;

           WHEREAS,  the New PC owns and operates an  orthodontic
practice  with  offices located in the facilities  identified  in
Exhibit  A  (the "Orthodontic Offices") and furnishes orthodontic
care  to  the general public through the services of Dr.  Feldman
and  any and all other orthodontists who are or become affiliated
with the New PC as of or following the date and who are or become
subsequently  named  on  Schedule  1  hereto  (individually,   an
"Orthodontist" and collectively, the "Orthodontists");

           WHEREAS, the New PC and the MSO have entered into that
certain Management Services Agreement, dated October 6, 1997 (the
"Original  Agreement"),  pursuant  to  which  the  MSO   provides
equipment,  facilities and personnel to, and to manage  the  non-
orthodontic business affairs of, the New PC;

          WHEREAS, the New PC intends with the consent of the MSO
to provide certain professional dental services at an orthodontic
office  located  at 19231 Victory Boulevard, Suite  557,  Reseda,
California   (the  "Reseda  Office"),  subject  to  a  Management
Services  Agreement  between the PC  and  Omega  Orthodontics  of
Reseda, Inc., a Delaware corporation ("Omega Reseda");

          WHEREAS, the parties hereto desire to amend and restate
this  Agreement to permit Omega Reseda to act as the  manager  of
the PC with respect to the Reseda Office only.

          NOW, THEREFORE, IT IS AGREED that the MSO shall perform
managerial and administrative services for the New PC and provide
office space and orthodontic facilities appropriate for rendering
general orthodontic treatment at the Orthodontic Offices upon the
following terms and conditions:


                           ARTICLE 1.
                              TERM

           a.   The initial term of this Agreement shall commence
on January 7, 1998 and continue for a period of twenty (20) years
(the "Initial Term"), subject, however, to earlier termination in
accordance with Article 10 hereof.  This Agreement shall continue
for two separate and successive ten year periods (each a "Renewal
Term"  and collectively with the Initial Term, the "Term") unless
the  MSO otherwise elects upon six months written notice  to  the
New  PC  prior  to  expiration of the Initial Term  or  any  then
effective Renewal Term.

                           ARTICLE 2.
                       DUTIES OF THE MSO

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

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



          c.   Administrative Services.

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

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

           d.    Business  Systems,  Procedures  and  Forms.   In
consultation   with   the  New  PC,  the  MSO   shall   establish
standardized  business systems and procedures for  the  New  PC's
business  and  operations at the Orthodontic Offices,  including,
but not limited to, patient scheduling systems, treatment records
system,  financial  reporting  and process  control  systems  and
patient  communication  management systems  (the  "OMEGA  Patient
Scheduling  System")  that are designed to  improve  the  New  PC
operating efficiency.  The MSO shall analyze such information  on
an  ongoing  basis  in order to advise the  New  PC  on  ways  of
improving operating efficiencies at the Orthodontic Offices.  The
MSO  shall  provide training to the staff of the New  PC  in  the
implementation  and  operation  of  such  standardized   business
systems and procedures at the Orthodontic Offices.  The MSO shall
additionally provide the New PC with and train the New PC's staff
in  the  use  of standardized clinical forms, including,  without
limitation,  forms for patient evaluations and  treatment  plans.
The  New PC expressly acknowledges and agrees that it shall  have
no property rights in the OMEGA Patient Scheduling System and the
other  foregoing  systems, procedures  and  clinical  forms,  and
further agrees that such systems, procedures, and forms shall  be
deemed  to constitute Confidential Information within the meaning
of  Section 3.8 hereof and be subject to the restrictions on  the
use,   appropriation,  and  reproduction  of  such   Confidential
Information provided for in Section 3.8.

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

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

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




          h.   Disbursement of Funds.

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

               ii.  From the funds collected and deposited by the
MSO  in  the New PC Account, the MSO shall make for and on behalf
of the New PC the following disbursements promptly, when payable:

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

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

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

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

                i.    "MSO Expenses" shall mean all operating and
non-operating expenses incurred in the operation of the New PC at
the Orthodontic Offices, including, without limitation:

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

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

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

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

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

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

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

          "MSO Expenses" shall not include:

                    (1)  Any Federal, state or local income taxes
of the New PC, Dr. Feldman and the Orthodontists (if any) and the
other  Practice  Providers, or the costs  of  preparing  Federal,
state or local tax returns thereof;

                     (2)   Salaries,  benefits and  other  direct
costs of employing Dr. Feldman and the Orthodontists (if any) and
the other Practice Providers;

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

                    (4)  Professional liability insurance for the
Practice  Providers  as provided for under  Section  3.6  hereof,
beyond any reimbursement made under the Approved Budget;

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

           r.   Practice Transition and Associate Selection.  Dr.
Feldman  and  the  Orthodontists (if  any)  shall  keep  the  MSO
informed of retirement goals on an ongoing basis. Upon request of
the  New  PC,  the MSO will conduct a search for  an  appropriate
orthodontist  and  other  professionals (collectively,  "Practice
Associates")  for the purposes of accommodating practice  growth,
reducing  doctor  work  schedule, or  planned  retirement.   Such
search  shall  include  use  by the MSO  of  a  national  journal
advertising  program and networking in the profession  to  locate
appropriate Practice Associates.  The MSO estimates that it could
take approximately two years for such a search.

                The  MSO will provide screening of all applicants
and  will then present appropriate applicants for final selection
by  the New PC.  The New PC shall be responsible for interviewing
and selecting each Practice Associate.

                After the Practice Associate(s) is (are) selected
by  the New PC, the MSO will assist the New PC with a trial  plan
of  approximately  six months for the new Practice  Associate(s).
It is understood that at the end of this period either the New PC
or the new Practice Associate may terminate the relationship. All
such  Practice Associates recruited by the MSO as may be accepted
by the New PC shall be employees of the Practice (if so employed)
and  not of the MSO.  The MSO will confer with the New PC  on  an
appropriate  salary/work-in  arrangement  for  the  new  Practice
Associate and the final arrangements shall be determined  by  the
New PC.

                           ARTICLE 3.
                      DUTIES OF THE NEW PC

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

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

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

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

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

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

           g.   Employment Agreement.  The parties recognize that
the  services to be provided by the MSO are feasible only if  the
New  PC operates an active orthodontic practice to which it,  Dr.
Feldman  and each Orthodontist associated with the New PC  devote
their  full  time and attention, unless other specific provisions
are  made in writing and mutually agreed upon by the MSO and  New
PC.   The  New  PC  will  cause Dr. Feldman and  each  individual
Orthodontist who now is or hereafter becomes affiliated with  the
New  PC  to  enter  into  a  written  employment  agreement  (the
"Employment Agreement") satisfactory in form and substance to the
MSO,  pursuant  to  which Dr. Feldman or the  Orthodontist  shall
agree  not to establish, operate or provide orthodontic or dental
services,  without the prior written consent of both the  New  PC
and the MSO, at any office or facility other than the Orthodontic
Office.  In addition, such Employment Agreement shall provide  by
its own terms or by a separate agreement that Dr. Feldman or such
Orthodontist  will not, directly or indirectly,  either  for  Dr.
Feldman or such Orthodontist's own benefit or for the benefit  of
any  other  person, firm, company, corporation or  other  entity,
call  on,  solicit, divert or take away, or attempt to  call  on,
solicit,  divert or take away, any of the PC's patients, business
or  employees, including but not limited to, those  to  whom  Dr.
Feldman  or  such  Orthodontist catered or provided  services  or
those   with  whom  Dr.  Feldman  or  such  Orthodontist   became
acquainted  while  engaged  as  an  employee  of  the  PC.   Such
Employment Agreement (or separate agreement) shall also  provide,
among  other  things,  that  in the event  of  a  breach  of  Dr.
Feldman's or the Orthodontist's agreement not to compete with the
New  PC  provided for in such Employment Agreement  (or  separate
agreement), the MSO shall be entitled to receive, in addition  to
other  remedies  and  not  by way of  an  election  of  remedies,
liquidated damages equaling the greater of: (a) Dr. Feldman's  or
such Orthodontist's income, as shown on the W-2 form prepared  by
the  New  PC, for the most recent calendar year; or (b) $300,000.
Such  payment shall be made to the MSO by the New PC  immediately
following  receipt  of  the  payment  from  Dr.  Feldman  or  the
breaching Orthodontist by the New PC.  Each of the MSO and  OMEGA
shall  be  expressly named as a third-party beneficiary  to  such
agreements  between  the  New  PC  and  Dr.  Feldman   and   each
Orthodontist  and the rights and remedies of the  MSO  and  OMEGA
thereunder  or otherwise in respect of the restrictive  covenants
set  forth in such agreements shall survive termination  of  this
Agreement.

            h.     Confidentiality.   The  New  PC   agrees   and
acknowledges that all materials provided by the MSO to the New PC
constitute  "Confidential  Information"  and  are  disclosed   in
confidence   and  with  the  understanding  that  it  constitutes
valuable  business  information developed by  the  MSO  with  the
assistance  of  OMEGA at great expenditures of time,  effort  and
money.  The New PC further agrees that it shall not, directly  or
indirectly, without the express prior written consent of the MSO,
use  or  disclose such Confidential Information for  any  purpose
other  than  in  connection  with the  services  to  be  rendered
hereunder.   The  New PC further agrees:  (i)  to  keep  strictly
confidential  and hold in trust all Confidential Information  and
not  disclose  such Confidential Information to any third  party,
including  its  shareholders,  directors,  officers,  affiliates,
partners,  employees  and  independent  contractors  without  the
express prior written consent of the MSO; and (ii) to impose this
obligation  of  confidentiality on its  shareholders,  directors,
officers,   affiliates,  partners,  employees   and   independent
contractors.   The  New PC acknowledges that  the  disclosure  of
Confidential  Information to it by the MSO is  done  in  reliance
upon  its representations and covenants in this Agreement.   Upon
expiration or termination of this Agreement by either  party  for
any  reason  whatsoever, the New PC shall immediately return  and
shall  cause  its shareholders, directors, officers,  affiliates,
partners, shareholders and independent contractors to immediately
return  to the MSO all Confidential Information, and the  New  PC
will not, and will cause its affiliates, partners, employees  and
independent contractors not to,  thereafter use, appropriate,  or
reproduce  such  Confidential Information.  The  New  PC  further
expressly   acknowledges   and  agrees   that   any   such   use,
appropriation   or   reproduction  of   any   such   Confidential
Information  by  any  of the foregoing after  the  expiration  or
termination  of this Agreement will result in irreparable  injury
to  the  MSO and OMEGA, that the remedy at law for the  foregoing
would  be  inadequate, and that in the event  of  any  such  use,
appropriation,   or   reproduction  of  any   such   Confidential
Information   after  the  termination  or  expiration   of   this
Agreement,  the MSO and OMEGA, in addition to any other  remedies
or damages available to either or both of them, shall be entitled
to  injunctive or other equitable relief without the necessity of
proving  actual  damages  but such rights  to  relief  shall  not
preclude  the  MSO  and OMEGA from other remedies  which  may  be
available to either or both of them hereunder.


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


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

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

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

           d.   No Referrals.  The parties hereby acknowledge and
agree  that  the  benefits conferred upon each of them  hereunder
neither require nor are in any way contingent upon the admission,
recommendation,  referral,  or  any  other  arrangement  for  the
provision  of  any  item or service offered by  the  MSO  to  any
patients  of the New PC or its shareholders, officers, directors,
employees,  contractors or agents, nor are such benefits  in  any
way  contingent upon the recommendation, referral  or  any  other
arrangement for the provision of any item or service  offered  by
the   New  PC  or  any  of  its  Practice  Providers,  employees,
contractors or agents.

                           ARTICLE 5.
            LEASE OF OFFICE FACILITIES AND EQUIPMENT

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

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

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

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

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

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

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

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

           b.   Leasehold Improvements and Other Tangible Assets.
The  MSO shall provide the New PC at the Orthodontic Offices such
additional    leasehold   improvements,   fixtures,    furniture,
furnishings and equipment as may be mutually agreed to  with  the
New  PC  and  reflected  from time to time  on  a  supplement  to
Schedule  2  hereto.  The  use by the New  PC  of  all  leasehold
improvements,  fixtures,  furniture,  furnishings  and  equipment
provided hereunder shall be subject to the following conditions:

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

                 ii.    The  MSO  shall  be  fully  and  entirely
responsible for all repairs and maintenance of all such leasehold
improvements,  fixtures,  furniture, furnishings  and  equipment;
provided,  however, that the New PC agrees that it will  use  its
best efforts to prevent damage, excessive wear, and breakdown  of
all such leasehold improvements, fixtures, furniture, furnishings
and  equipment,  and shall advise the MSO of any and  all  needed
repairs and equipment failures.

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

          c.   No Warranty.

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

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



                           ARTICLE 6.
                          COMPENSATION

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

                           ARTICLE 7.
                       SECURITY INTEREST


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

                           ARTICLE 8.
                           COVENANTS


           a.   New PC's Covenants.  As further consideration for
the  MSO's  performance  of  the terms  and  conditions  of  this
Agreement,  the  New  PC covenants, represents  and  warrants  as
follows  (which  covenants, representations and warranties  shall
survive the execution of this Agreement):

                i.    The  New PC shall comply with all Laws  and
ethical and professional standards applicable to the practice  of
orthodontics and cause all of its employees to do the same.

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

               iii. During the Term of this Agreement, the New PC
shall  not, directly or indirectly, own an interest in,  operate,
join, control, participate in or be connected in any manner  with
any  corporation, partnership, proprietorship, firm, association,
person  or entity providing orthodontic care in competition  with
the practice at the Orthodontic Offices, or any other orthodontic
practice managed by the MSO, within a radius of 15 miles  of  the
Orthodontic Office or of such other orthodontic practice, without
the  MSO's  prior written consent, provided however, that  during
the  term  hereof, the New PC also shall be permitted to practice
orthodontics  at  the  office  located  at  6321  Topanga  Canyon
Boulevard, Suite 424, Woodland Hills, California 91367.

                 iv.   The  New  PC  recognizes  the  proprietary
interest  of OMEGA in and to its OMEGA Patient Scheduling  System
and  the  MSO  in  its  systems  for  managing  the  delivery  of
orthodontic care and all policies, procedures, operating manuals,
forms,  contracts and other information (collectively,  the  "MSO
Information") regarding such system.  The New PC acknowledges and
agrees  that  all  information  relating  to  the  OMEGA  Patient
Scheduling  System  and  the  MSO Information  constitutes  trade
secrets  of  OMEGA and/or the MSO.  The New PC hereby waives  any
and  all  right, title and interest in and to such trade  secrets
and  agrees  to  return  all copies of  such  trade  secrets  and
information relating thereto, at its expense, upon termination of
this Agreement.

               v.   The New PC acknowledges and agrees that OMEGA
and  the MSO are entitled to prevent their respective competitors
from obtaining and utilizing their respective trade secrets.  The
New  PC  agrees  to hold OMEGA'S and the MSO's trade  secrets  in
strictest confidence and not to disclose them or allow them to be
disclosed  directly or indirectly to any person or  entity  other
than  persons who are engaged by the New PC to perform duties  in
connection with the New PC and who have a need to know such trade
secrets  in  the  performance of their duties  for  the  New  PC,
without  OMEGA's or the MSO's prior written consent, as the  case
may  be.   The  New PC acknowledges its fiduciary obligations  to
OMEGA  and  the  MSO and the confidentiality of its relationships
with  OMEGA  and the MSO and of any information relating  to  the
services and business methods of OMEGA and the MSO which  it  may
obtain during the term of this Agreement.  The  New PC shall not,
either during the term of this Agreement or at any time after the
expiration  or  sooner termination hereof,  disclose  to  anyone,
other than employees or independent contractors of OMEGA and  the
MSO  who  use OMEGA's and the MSO's system in the course  of  the
performance  of  their  duties, any confidential  or  proprietary
information or trade secrets obtained by the New PC.  The New  PC
also  agrees  to  place any persons to whom said  information  is
disclosed  for the purpose of performance under legal  obligation
to treat such information as strictly confidential.

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

                           ARTICLE 9.
                    INSURANCE AND INDEMNITY

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

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

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

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

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

                          ARTICLE 10.
                          TERMINATION

          a.   Termination by the New PC.

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

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

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

           Upon  termination of this Agreement by the Orthodontic
Practice under this Section 10.1, the New PC shall be entitled to
exercise  the "Call Option," as defined in and on the  terms  and
conditions set forth in Section 3 of that certain Stock  Put/Call
Option  and Successor Designation Agreement (the "Stock  Put/Call
Option  and  Successor Designation Agreement") dated as  of  even
date  herewith,  by  and among the New PC, Dr.  Feldman  and  the
Orthodontists (if any), OMEGA and the MSO.

           b.    Termination  by  MSO.  MSO  may  terminate  this
Agreement as follows:

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

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

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

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

           Upon  termination of this Agreement by the  MSO  under
this  Section  10.2  or  upon expiration  of  the  Term  of  this
Agreement,  the MSO and OMEGA shall be entitled to  exercise  the
"Put  Option"  and/or  the  "Successor  Designation  Option,"  as
defined  in  and  on the terms and subject to the conditions  set
forth  in  Sections 2 and 5, respectively, of the Stock  Put/Call
Option   and  Designation  Agreement.   In  addition,  upon   any
termination of this Agreement or upon expiration of the  Term  of
this  Agreement,  the  MSO  shall  be  entitled  to  receive  the
Management  Fees  collected  to  the  effective  date   of   such
termination  or expiration, the amounts of any loans or  advances
(including any accrued but unpaid interest thereon) and all other
sums accrued or related to occurrences arising at or prior to the
date of termination.

                          ARTICLE 11.
            AUTHORIZED AGENT AND POWERS OF ATTORNEY

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

                          ARTICLE 12.
              INDEPENDENT CONTRACTOR RELATIONSHIP


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

                          ARTICLE 13.
                         MISCELLANEOUS

            a.     Access  to  Records.   From  and   after   any
termination,  each  party  shall provide  the  other  party  with
reasonable access to books and records then owned by it to permit
such  requesting  party  to  satisfy  reporting  and  contractual
obligations which may be required of it.

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

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

                          ARTICLE 14.
                 ALTERNATIVE DISPUTE RESOLUTION

          a.   Alternative Dispute Resolution.

                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  E  hereto  and  the
parties  agree to use these procedures, except paragraph  (b)  of
this  Section  14.1, prior to any party pursuing other  available
remedies.   The  parties will meet and attempt in good  faith  to
resolve  any  controversy or claim arising out of or relating  to
this Agreement.

               ii.  Notwithstanding anything in this Section 14.1
to the contrary:

                     (1)   Nothing  in  this Section  14.1  shall
preclude any party from seeking a preliminary injunction or other
provisional  relief,  either prior to or  during  the  proceeding
provided  for in this section, if in its judgment such action  is
necessary  to avoid irreparable damage or to preserve the  status
quo.

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

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

           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.




                          ARTICLE  15.
                       GENERAL PROVISIONS

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

               Notices to the New PC shall be given as follows:

               6325 Topanga Canyon Boulevard, No. 424
               Woodland Hills, California 91367
               Attn: Scott E. Feldman, D.D.S.


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

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

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


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

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

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

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

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

           f.    Entire  Agreement. This Agreement including  the
Schedules  and  Exhibits  hereto, together  with  the  previously
executed   Stock   Put/Call  Option  and  Successor   Designation
Agreement and the Employment Agreement(s) (including the  related
non-competition agreements or covenants), constitutes the  entire
agreement between the parties concerning this subject matter, and
supersedes    all    prior   and   contemporaneous    agreements,
representations and understandings of the parties concerning  the
contents  hereof.  No supplement, modification, or  amendment  to
this Agreement shall be binding unless executed in writing by all
of  the parties hereto, except as otherwise provided herein.   No
waiver of any of the provisions of this Agreement shall be deemed
to constitute a waiver of any other provision, whether similar or
not similar, nor shall any waiver constitute a continuing waiver.
No  waiver  shall be binding unless executed in  writing  by  the
party making the waiver.

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

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

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

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

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

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

           m.   Amendments. This Agreement may be amended only by
the written consent of both parties.

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

           o.    No  Waiver. The waiver by either party  to  this
Agreement of any one or more defaults, if any, on the part of the
other party, shall not be construed to operate as a waiver of the
other or future defaults under this Agreement.

          p.   Captions. Captions to paragraphs in this Agreement
are  for  ease  of  reference, and shall  not  be  considered  an
interpretation of the paragraph.

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

           r.    Schedules  and  Exhibits.   To  the  extent  not
otherwise set forth herein or attached hereto, all schedules  and
exhibits  to  the Original Agreement are incorporated  herein  by
this reference.
           IN  WITNESS WHEREOF, the parties hereto have  executed
this agreement as of the day and year first above written.

                                   NEW PC:

                                     SCOTT  E.  FELDMAN,  D.D.S.,
M.S., INC.


                                    By:   /s/  Scott E.  Feldman,
D.D.S.
                                   Name: Scott E. Feldman
                                   Title: President


                                   MSO:

                                   OMEGA ORTHODONTICS OF
                                   WOODLAND HILLS, INC.



                                   By:  /s/ Robert J. Schulhof
                                   Name:  Robert J. Schulhof
                                   Title: President


                                   OMEGA:
                                   OMEGA ORTHODONTICS, INC.



                                   By:  /s/ Robert J. Schulhof
                                   Name: Robert J. Schulhof
                                   Title: President

                           SCHEDULE 1

                       THE ORTHODONTISTS



Name and Address

Scott E. Feldman, D.D.S.
6325 Topanga Canyon Boulevard, No. 424
Woodland Hills, CA  91367

                           SCHEDULE 2

                ORTHODONTIC OFFICES AND SERVICES


                      [Dr. Feldman Attach]

                           SCHEDULE 3

                 COMPENSATION - MANAGEMENT FEES


The MSO shall receive, as compensation for the performance of all of its o
bligations  and  duties  contained  in  the  Agreement,   monthly
Management Fees in an amount equal to Sixty-Five Percent (65%) of
the Practice Revenues, and the New PC shall be entitled to Thirty-
Five   Percent  (35%) of such Practice Revenues,  except  as  the
parties may otherwise agree from time to time in writing.  At the
end  of  each  twelve (12) month period during the Term  the  MSO
shall provide the New PC with an unaudited internal accounting of
the  MSO Expenses, prepared in accordance with the accrual method
of   accounting.  If  the  MSO  Expenses  as  reflected  in  such
accounting  as  having been paid by the MSO are less  than  fifty
(50%)  percent  of  the Practice Revenues for such  twelve  month
period,  fifty (50%) percent of such difference shall be returned
by  the  MSO  to  the  New PC as a profit incentive  rebate  (the
"Rebate").  If the Agreement to which this Schedule 3 is attached
is  terminated or expires, the foregoing Management Fees shall be
payable to the MSO based on all Practice Revenue collected as  of
the date of termination or expiration.

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

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


                           EXHIBIT A

               ORTHODONTIC OFFICES - MASTER LEASE


                      [Dr. Feldman Attach]
                           EXHIBIT B

                       PRACTICE PROVIDERS


                      [Dr. Feldman Attach]
                           EXHIBIT C

                       NEW PC'S AFFIDAVIT


                           AFFIDAVIT

     I, Scott E. Feldman, D.D.S., declare:

      I  am  an  orthodontist,  duly licensed  in  the  State  of
California  and  I  practice through a  professional  corporation
under the name Scott E. Feldman, D.D.S., M.S., Inc., a California
professional corporation (the "New PC").

      I  have had substantial experience in the practice  of  the
Orthodontics and in managing and operating an orthodontic office.

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

     I have thoroughly reviewed the Management Services Agreement
(the  "Agreement"),  which is effective as of  January  7,  1998,
between the New PC and Omega Orthodontics of Woodland Hills, Inc.
(the   "MSO")   concerning  the  duties,   responsibilities   and
obligations  undertaken by the MSO in managing and operating  all
non-orthodontic aspects of the Orthodontic Office as contemplated
by the Agreement.

      I have reviewed the prior operating financial statements of
the  orthodontic office located at 6325 Topanga Canyon Boulevard,
No. 424, Woodland Hills, California 91367 and an operating budget
and  estimated  income of the orthodontic office,  which,  in  my
opinion,  can reasonably be expected from the operation  of  said
office.

     In my opinion, based upon my experience, the Management Fees
of  Sixty Five Percent (65%) of "Practice Revenues" to be charged
by  the  MSO as contemplated by the Agreement, will afford  it  a
reasonable but not excessive return for its services rendered and
obligations  incurred.   In addition,  the  New  PC  Thirty  Five
Percent (35%) of "Practice Revenues" retained by the New PC, will
provide  reasonable earnings for the performance  of  orthodontic
services.

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

     Executed at Los Angeles, California this ___ day of January,
1998.



                                   ___________________________
                                   Scott E. Feldman, D.D.S.


STATE OF CALIFORNIA

______________________, ss                      January ___, 1998


      Subscribed and sworn to before me this ___ day of  January,
1998.


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

                      SECURITY AGREEMENTS

                       SECURITY AGREEMENT


      THIS  SECURITY AGREEMENT is effective as of the 7th day  of
January,  1998,  by  Scott  E. Feldman,  D.D.S.,  M.S.,  Inc.,  a
California professional corporation (the "New PC"), and Scott  E.
Feldman,  D.D.S. ("Dr. Feldman") who is duly licensed to practice
orthodontics  in  the  State and Omega Orthodontics  of  Woodland
Hills, Inc., a Delaware corporation (the "MSO") with reference to
the following facts:

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

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

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

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

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

      3.   Release of Security Interest.  Upon the termination of
the  Agreement and payment in full of the accrued Management Fees
thereunder  and  any and all other Secured Obligations,  the  MSO
shall  release its security interest hereunder, and will  deliver
to  the  New  PC  any  property forming part  of  the  Collateral
delivered to the MSO and then held by the MSO hereunder.

      4.    Realization of Collateral.  The MSO shall have,  with
respect  to  the  Collateral, the rights  and  obligations  of  a
secured party under the Uniform Commercial Code as adopted in the
state  of  California (the "State").  Such rights shall  include,
without limitation, the following:

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

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

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

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

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

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

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

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

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

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

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

          Notices to the MSO shall be given at:

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


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

          Notices to the New PC shall be given at:

          6325 Topanga Canyon Boulevard, No. 424
          Woodland Hills, CA 91367
          Attn: Scott E. Feldman, D.D.S.


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

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

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

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

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

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

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


NEW PC:                                    MSO:

SCOTT   E.   FELDMAN,   D.D.S.,   M.S.,   INC.              OMEGA
ORTHODONTICS OF
                                       WOODLAND HILLS , INC.


By:____________________________
By:__________________________
Name:                                      Name:
Title:                                     Title:



DR. FELDMAN:

_______________________________
Scott E. Feldman, D.D.S.
                           EXHIBIT E

           ALTERNATIVE DISPUTE RESOLUTION PROCEDURES


A.   Method of Invoking ADR Procedures

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

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

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

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

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

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

B.   Mediation procedures

     1.   The mediator shall be neutral and impartial.

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


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

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

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

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

     4.   The process will be conducted expeditiously.

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

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

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

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

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

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

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

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

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

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

C.   Binding Arbitration

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




ARTICLE 1.                                                      3


ARTICLE 2.                                                      3
     a. General                                                 3
     b. Orthodontic Office Services                             3
     c. Administrative Services                                 4
     d. Business Systems, Procedures and Forms                  4
     e. Purchasing, Accounts Payable, Supplies and Inventory
          Control                                              5
     f. Regulatory Compliance Services                          5
     g. Billing, Collection                                     5
     h. Disbursement of Funds                                   6
     i. MSO Expenses                                            6
     j. Credit Reports                                          8
     k. Accounting; Bookkeeping and Reports                     8
     l. Marketing                                               9
     m. Complaints                                              9
     n. Practice Laws                                           9
     2.15 Monthly Meetings                                      9
     o. Maintenance and Cleaning Services                       9
     p. Licenses and Permits                                    9
     q. Insurance                                              10
     r. Practice Transition and Associate Selection            10


ARTICLE 3.                                                     10
     a. General                                                10
     b. Employment  of  the Orthodontists and  Rendering  of
          Patient Care                                        10
     c. Professional Services                                  10
     d. Records                                                11
     e. Professional Expenses                                  11
     f. Professional Liability Insurance                       11
     g. Employment Agreement                                   11
     h. Confidentiality                                        12


ARTICLE 4.                                                     13
     a. Orthodontic Services Separate                          13
     b. No Solicitation                                        13
     c. Advertising                                            13
     d. No Referrals                                           13


ARTICLE 5.                                                     14
     a. Lease                                                  14
     b. Leasehold Improvements and Other Tangible Assets       15


ARTICLE 6.                                                     16


ARTICLE 7.                                                     17


ARTICLE 8.                                                     17
     a. New PC's Covenants                                     17
     b. MSO's Covenants                                        18


ARTICLE 9.                                                     18
     a. Insurance to be Maintained by the New PC               19
     b. Insurance to be Maintained by the MSO                  19
     c. Tail Insurance Coverage                                19
     d. Additional Insureds                                    19
     e. Indemnification                                        19


ARTICLE 10.                                                    20
     a. Termination by the New PC                              20
     b. Termination by MSO                                     20


ARTICLE 11.                                                    21


ARTICLE 12.                                                    22


ARTICLE 13.                                                    22
     a. Access to Records                                      22
     b. Patient Records                                        22
     c. The New PC's Control Over the Orthodontic Practice     22


ARTICLE 14.                                                    23
     a. Alternative Dispute Resolution                         23
     b. Waiver of Jury                                         23


ARTICLE  15.                                                   24


a. Notices                                                     24
     b. Confidentiality                                        24
     c. Contract Modifications for Prospective Legal Events    25
     d. Remedies Cumulative                                    25
     e. No Obligation to Third Parties                         25
     f. Entire Agreement                                       25
     g. Assignment                                             25
     h. Attorneys' Fees                                        25
     i. Governing Law                                          26
     j. Events Excusing Performance                            26
     k. Compliance with Applicable Laws                        26
     l. Language Construction                                  26
     m. Amendments                                             26
     n. Severability                                           26
     o. No Waiver                                              26
     p. Captions                                               26
     q. Counterparts                                           27
     r. Schedules and Exhibits                                 27