Exhibit 10.49
1
                                
                      CONSULTING AGREEMENT
                                
THIS  AGREEMENT dated February 20, 1998 ("Agreement") sets  forth
the  terms,  conditions, obligations and benefits by and  between
Company  Orthodontics, Inc., a Delaware Corporation, with offices
at Boston, MA (hereinafter the "Company") and Peter I. Wexler, of
Newton,  MA  (hereinafter the "Consultant") for the provision  of
the services set forth below.

WHEREAS, the Company desires to retain Consultant for the  period
and upon and subject to the terms and conditions herein provided;
and

WHEREAS  the  Consultant is willing to agree to  be  retained  by
Company upon and subject to the terms herein provided;

NOW  THEREFORE,  in  consideration of the  premises,  the  mutual
covenants and agreements set forth herein and for other good  and
valuable consideration, the receipt, adequacy and sufficiency  of
which  are  hereby  acknowledged, the  parties  hereto  agree  as
follows:

RETENTION OF CONSULTANT

Company  agrees  to  retain Consultant as a  legal  and  business
management  consultant  and  advisor  in  connection   with   the
operation of the Company's business.

TERM OF AGREEMENT

Consultant agrees to be retained by Company and Company agrees to
retain  Consultant  for a period of three (3)  years,  commencing
March  9,  1998,  and expiring on March 9, 2001 (hereinafter  the
"Term"),  unless this Agreement is terminated prior to such  date
in  accordance  with the terms of this Agreement.  Commencing  on
March  9, 2001 and on each March 9, thereafter, the term of  this
Agreement shall be automatically extended for an additional  year
unless  either party gives notice of termination as  provided  in
this  Agreement.  Such notice to be delivered at  least  90  days
prior to the date of termination.

SPECIFIC DUTIES AND RESPONSIBILITIES

During the term of this Agreement, and any extension thereof, the
Consultant shall render legal and business management services to
the  Company in the capacity of Chief Legal Officer and shall  be
available to the Company at all times reasonably requested by the
Company to serve in the aforementioned capacity and as an officer
of the Company.

INDEPENDENT CONSULTANT

The  Consultant is retained by the Company only for  the  purpose
and the extent herein set forth and the Consultant's relationship
to  the  Company  shall, during Term, be that of  an  independent
Consultant (except that Consultant shall be considered an officer
of   the  Company  but  not  an  Consultant).   Accordingly,  the
Consultant  shall be responsible for the payment of all  federal,
state  and  local  income  taxes, social  security  taxes,  self-
employment taxes, sales taxes, unemployment insurance  taxes  and
similar taxes attributable to the fees paid by the Company to the
Consultant pursuant to this Agreement.  The Consultant shall  not
participate  in  the  Company's  Consultant  benefit  plans   and
programs  and  the  Consultants compensation  shall  be  governed
exclusively by the terms of this Agreement.

WORKING FACILITIES

Consultant   shall  be  provided  with  an  office,   and   other
administrative support, such as a computer, technical assistance,
and  such  other facilities and services as reasonably  necessary
for the performance of Consultant's work.

FRINGE BENEFITS

The  Consultant shall not be entitled to and shall have no  claim
under this Agreement or otherwise against the Company for any so-
called  fringe  benefits, including but  not  limited  to:   paid
vacation, health insurance, life insurance, long terms disability
insurance,  participation in a profit sharing  or  pension  plan,
paid sick leave or family leave.

LIABILITY COVERAGE

Company  will maintain standard directors and officers  liability
insurance  coverage in a reasonable amount of no  less  than  One
Million  ($1,000,000.00) Dollars to idemnify Consultant from  any
claims  made against him in his capacity as Chief Legal  Officer.
Such insurance shall name Consultant as an additional insured and
such insurance shall have appropriate waivers of subrogation  and
release of liability.

BOARD RELATIONSHIP

Consultant shall be generally responsible to the Chief  Financial
Officer  of Company, shall meet with the Chief Financial  Officer
as  the  needs  of  Company dictate, and shall  attend  Board  of
Directors and other meetings as the Chief Financial Officer deems
necessary.

PROFESSIONAL INSURANCE, SUBSCRIPTIONS AND DUES

Company  agrees to reimburse Consultant for all reasonable  costs
for   the  retention  by  Consultant  of  professional  liability
insurance,  acquisition  of journals and  dues  for  professional
organizations, including Massachusetts Bar Dues, related  to  the
performance  of  his  duties  and  responsibilities  under   this
Agreement.   Any  such  journals  will  remain  the  property  of
Company.

EXPENSES

Company  agrees  to  reimburse Consultant for  all  out-of-pocket
expenses, including, but not limited to telephone charges,  food,
travel and lodging, incurred in the course of all Company related
business, whether in state or out of state.

CONSULTATION

Consultant  retains the right to render consulting  and  teaching
services  to  other  organizations.  Any and all  fees  for  such
consulting   and  teaching  shall  belong  to  Consultant.    Any
consultation or teaching services rendered within normal  working
hours  or taking more than twenty hours per week shall be subject
to prior approval by the Chief financial Officer of Company.

COMPENSATION

In  consideration of the consulting services to be  performed  by
Consultant as set forth herein, the Company shall pay each month,
for  during  the  Term,  to Consultant a  monthly  fee  of  seven
thousand three hundred fifty dollars (7,350.00) per month  ("Base
Fee).   Payments  shall  be direct deposit  to  such  account  as
Consultant shall designate.

No  less   frequently  than annually, Company's  Chief  financial
Officer  shall review Consultant's performance and shall  provide
Consultant  with an appropriate bonus to the extent warranted  by
said review.

STOCK OPTIONS

In addition to the payment of the Base Fee set fourth above, upon
execution of this Agreement, Company shall irrevocably  grant  to
Consultant  a  non-qualified  stock option  under  the  Company's
Incentive  Stock Plan an option to acquire Twenty  Five  Thousand
(25,000)  shares of Company's Common stock at an  exercise  price
equal to the average price per share for the week ending February
13, 1998.

(b)  Consultant's  options shall vest in three equal installments
     of $8,333, per year, beginning March 2, 1999 and fully on March
     2, 2001, provided, however, if Company is to be sold, liquidated,
     merged with another corporation or if the current ownership no
     longer maintains 50% of the ownership of Company or surviving
     corporation, the time for exercise of all unexercised portions of
     Consultant's stock option shall be accelerated  to  the  day
     immediately  prior  to  the effective  date  of  such  sale,
     liquidation, merger or loss of control.

(c)  The  option  shall  be  non-transferable  except  that  said
     options shall inure to the benefit of Consultant's heirs in the
     event of his death.  This option shall survive termination of
     this Agreement.

TERMINATION

By Consultant

Consultant may voluntarily terminate his services with Company at
any time during the Term upon ninety (90) days' written notice of
voluntary termination.


By Company

1.   For Cause

     Company  may  terminate Consultant's services hereunder  for
     Good Cause upon notice to Consultant setting forth in detail
     the nature of such Good Cause.  The following, ad determined
     by  the Board of Directors in its reasonable judgment, shall
     constitute Good Cause for termination:
     
     (a)  Consultant's consistent refusal to perform (other than by
          reason of disability or for reasons outside Consultants
          reasonable control), without just cause, or for material
          negligence in the performance of, his duties and responsibilities
          to Company or any of its affiliates;
     (b)  Material breach by Consultant of any provision of  this
          Agreement;

     (c)  Other conduct by Consultant that is substantially harmful to
          the business, interests or reputation of Company or any of its
          affiliates.

2.   Without Cause

     In  the event of Consultant's death or permanent disability,
     a  substantial  reduction in his duties  or  offices  or  if
     Company terminates his services for any reason other than  a
     termination  for cause as set forth above,  in  addition  to
     this other rights and remedies, Company shall pay Consultant
     a  lump  sum representing the total aggregate amount of  the
     Base  Fee  for  the  entire Term of the Agreement.   Company
     shall  give Consultant three (3) months written notice prior
     to  any  termination  of  services.   This  provision  shall
     survive termination of this Agreement.

3.   Termination By Company in the Event of a Change of Control
     
     Notwithstanding any other provision of the Agreement to  the
     contrary,  if Company terminates Consultant within  six  (6)
     months of a Change of Control of Company as defined in  this
     subparagraph,  Company  shall  pay  Consultant  a  lump  sum
     representing the total aggregate value of the Base Fee which
     would have been earned by Consultant during the Terms of the
     Agreement.   Company shall give Consultant sixty (60)  days'
     written  notice  of  said termination.  Notwithstanding  any
     other provision of the Agreement, Consultant shall have  the
     right to terminate his services with Company within six  (6)
     months  of Change of Control of Company as defined  in  this
     subparagraph upon thirty (30) days' written notice  of  said
     termination.   Upon  Consultant  exercising  said  right  to
     terminate  his  services upon a Change of  Control,  Company
     shall pay Consultant a lump sum representing the total value
     of  the  Base Fee which would have been earned by Consultant
     during  the  Terms of the Agreement.  This  provision  shall
     survive termination of this Agreement.
     
     For  purposes  of this Agreement, "Change of Control"  means
     any one of the following:
     
     (a)  Any change in ownership of 25% or more of the assets of
          Company;
     
     (b)  Any  change  in the composition of Company's  Board  of
          Directors ("Board") such that those individuals who, as of March
          9, 1998, were members of the Board cease for any reason to
          constitute at least a majority of the Board;
     
     (c)  A liquidation or dissolution of Company;
     
     (d)  The disposal of all or substantially all of the assets of
          Company;
     
     (e)  Any  merger  or consolidation of Company with,  or  any
          acquisition of Company by, any other person or entity.

     EFFECT OF TERMINATION
     
     Upon  termination  of  this Agreement  as  provided  herein,
     neither  party  shall have any further obligation  hereunder
     except  for (a) obligations, promises or covenants contained
     herein  that  expressly  extend  beyond  the  term  of  this
     Agreement  or which necessitate acts or omissions  to  occur
     beyond  the term of this Agreement; (b) obligations accruing
     prior to the date of termination.
     
     LIMITATIONS OF LIABILITY AND INDEMNIFICATION
     
     Notwithstanding anything in this Agreement to  the  contrary
     in  no event, and under no circumstances shall Consultant be
     liable for any form of direct, indirect, special, incidental
     or  consequential damages arising in any way out  of  or  in
     relation  to the performance of its obligations  under  this
     Agreement.  Company hereby releases Consultant from any  and
     all  liability  and  agrees to indemnify,  defend  and  hold
     harmless  Consultant from and against any  and  all  claims,
     including  claims of professional negligence or  misconduct,
     shareholder  and  third party claims, demands  or  judgments
     make   against   Consultant  as  a  result  of   Consultants
     performance  of this Agreement.  The foregoing  shall  apply
     whether any such claims or liability arise in contract, tort
     or  otherwise,  irrespective of fault negligence  or  strict
     liability.
     
     NOTICES
     
     All  notices and other communications hereunder shall be  in
     writing  and shall be deemed to have been given  three  days
     after  having  been  delivered  or  mailed  by  first-class,
     registered  or certified mail, or twelve hours after  having
     been  sent by fax or telegram, charges prepaid, as  follows:
     (a) if to Consultant, at 14 Mt. Ida Street, Newton, MA 02158
     or  to  such  other person(s) or address(es)  as  Consultant
     shall  have furnished to Company in writing; and (b)  if  to
     Company,  Edward  Mulherin, 23 Chatham  Street,  Boston,  MA
     02158,  or to such other person(s) or address(es) as Company
     shall have furnished to the Consultant in writing.
     
     
     
     
     ASSIGNABILITY
     
     In   the  event  that  Company  shall  be  merge  with,   or
     consolidated  into, any other corporation, or in  the  event
     that  it  shall sell and transfer substantially all  of  its
     assets  to another corporation or entity, the terms of  this
     Agreement shall inure to the benefit of, and be assumed  by,
     the  corporation  or entity resulting from  such  merger  or
     consolidation, or to which Company's assets  shall  be  sold
     and transferred.  This Agreement shall not be assignable  by
     Consultant.
     
     ENTIRE AGREEMENT
     
     This Agreement contains the entire agreement between Company
     and Consultant with respect to the subject matter hereof and
     there  have  been no oral or other prior agreements  of  any
     kind  whatsoever as a condition, precedent or inducement  to
     the  signing of this Agreement or otherwise concerning  this
     Agreement or the subject matter hereof.
     
     AMENDMENTS
     
     This  Agreement  may not be amended, nor shall  any  change,
     waiver,  modification,  consent  or  discharge  be  effected
     except  by  written  instrument  executed  by  Company   and
     Consultant.
     
     SEVERABILITY
     
     If any part of any term or provision of this Agreement shall
     be   hold   or   deemed  to  be  invalid,   inoperative   or
     unenforceable  to  any  extent  by  a  court  of   competent
     jurisdiction, such circumstance shall in no way  affect  any
     other  term  or provision of this Agreement, the application
     of such term or provision in any other circumstances, or the
     validity or enforceability of this Agreement.
     
     GOVERNING LAW
     
     This  Agreement  shall  be  governed  by  and  construed  an
     enforced  in accordance with the law of the Commonwealth  of
     Massachusetts, without regard to conflict of law principles.
     Each party agrees to the exclusive jurisdiction of any state
     or federal court located within Massachusetts.
     
     WITNESS OUR HANDS AND SEALS THIS 20th DAY OF FEBRUARY, 1998.
     
     
     
     CONSULTANT                    COMPANY ORTHODONTICS INC.


     /s/ Peter I. Wexler                By:  /s/ C. Joel Glovsky
     Peter I. Wexler                         Dr. Joel Glovsky
                                        Chairman of the Board


     WITNESS


     /s/ Edward M. Mulherin
     Edward M. Mulherin