EXHIBIT 2.14

                             2
      AFFILIATION AGREEMENT AND ASSET PURCHASE AGREEMENT


     THIS  AFFILIATION AGREEMENT AND ASSET PURCHASE AGREEMENT  is
entered into as of the ____day of _________________ 1997, by  and
among  Omega Orthodontics, Inc., a Delaware corporation ("OMEGA")
and  Richard H. Villa, D.D.S. ("Dr. Villa"), who is duly licensed
to  practice  orthodontics in the Commonwealth of  Virginia  (the
"State")   and  Richard  H.  Villa,  D.D.S.,  Inc.,  a   Virginia
professional corporation (the "PC").

                            RECITALS

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

     B.   Dr. Villa owns all of the issued and outstanding shares
of the PC.

     C.    The PC owns and operates an orthodontic practice  (the
"Orthodontic  Practice") with offices located at offices  located
at  10120  West Broad Street Road, Suite L, Glen Allen,  Virginia
23060  (the "Orthodontic Office") and furnishes orthodontic  care
to  the  general  public.   As  the owner  and  operator  of  the
Orthodontic Practice, the PC is the owner of a leasehold interest
in  a  lease  of  the Orthodontic Office, the owner  of   certain
personal  property located at the Orthodontic Office, a party  to
certain  contracts relating to the Orthodontic Practice  and  the
beneficiary of other rights related to the Orthodontic Practice.

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

     E.    Subject to the terms and conditions of this Agreement,
OMEGA,  Dr. Villa and the PC have determined that it  is  in  the
best  interests of each for OMEGA to purchase from the PC certain
of  the assets comprising the Orthodontic Practice as provided in
Section 1.1 hereof.

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


                           ARTICLE 1.
                        ASSET PURCHASE

     a.    Purchase; Consideration and Payment.  At the Effective
Time  (as  hereinafter  defined) and subject  to  the  terms  and
conditions  hereinafter  set  forth,  the  PC  agrees  to   sell,
transfer,  convey, assign and deliver to OMEGA, and OMEGA  agrees
to purchase and acquire from the PC and take delivery of, for the
consideration hereinafter provided, all of the PC's right,  title
and  interest  in  and to all of  the assets of  the  Orthodontic
Practice,  wheresoever situated and whether or  not  specifically
referred  to herein or in any instrument of conveyance  delivered
pursuant   hereto  (such  assets  and  rights  of  the   PC   are
collectively  referred to as the "Assets"),  excepting  therefrom
the  assets  listed  on  Schedule I  to  the  Bill  of  Sale  and
Assignment (the "Bill of Sale") attached hereto as Exhibit D (the
"Excluded   Assets"),  and  including  without   limitation   the
following Assets:

          i.    a lease of the Orthodontic Office, including  all
rights and remedies (the "Lease");

          ii.   all books, records, machinery and equipment  used
or  owned by the Orthodontic Practice and all other  tangible and
intangible  personal property at or related  to  the  Orthodontic
Office, whether or not located at the Orthodontic Office,  or  to
the  Orthodontic  Practice  conducted  therein,  whether  or  not
located at the Orthodontic Office;

          iii. all Contracts (as defined below in Section 2.1);

          iv.   all  prepaid  claims,  prepaid  taxes  and  other
prepaid  expense  items  and deferred charges,  credits,  advance
payments, security and other deposits made by the PC to any other
person relating to Orthodontic Practice;

          v.    any  rights of Dr. Villa or the PC pertaining  to
any  counterclaims, set-offs or defenses he or it may  have  with
respect to any of the liabilities assumed by OMEGA; and

          vi.  any other rights related in any way whatsoever  to
the Orthodontic Practice or the Orthodontic Office;

free and clear of any liens, encumbrances, restrictions or claims
of  any  kind (other than those liens, encumbrances, restrictions
and   claims  expressly  disclosed  to  OMEGA  and  affirmatively
accepted  by  OMEGA  prior to the Effective  Time),  without  any
further  action  on  the  part  of any  holder  thereof,  for  an
aggregate consideration (the "Consideration") of:

               (a)   Two  Hundred Thousand Dollars ($200,000)  in
cash (the "Cash Component");

               (b)   Sixty-Five Thousand Dollars ($65,000) to  be
represented by a promissory note (the "Purchase Note") payable to
Dr.  Villa (the "Note Component") in the form attached hereto  as
Exhibit B; and

               (c)   One  Hundred  and  Twenty  Thousand  Dollars
($120,000) to be represented by issuance to the PC of  shares  of
OMEGA  common stock (the "OMEGA Stock") based upon  a  value  per
share  equal to 80% of the average daily closing sales price  per
share  of  the  OMEGA common stock for the five (5) trading  days
ending  on  the  Friday preceding the Closing  Date  which  shall
thereupon be issued to the PC, fully paid and nonassessable  (the
"Stock Component").

     b.   Adjustment; Allocation.

          i.    The  Consideration is based on the value  of  the
Assets  as determined by OMEGA from the information set forth  in
the Financial Statement.

          ii.   The Consideration shall be subject to adjustments
at  Closing  for: (i) prepaid and underpaid rent and other  lease
obligations, if the leases are to be continued after Closing,  as
well  as  for  other  agreed  normal and  customary  prepaid  and
underpaid expenses; (ii) any accrued but unpaid salaries, bonuses
and  other  compensation, fringe and health  insurance  benefits,
employment  or payroll taxes and related employment  obligations;
and  (iii) any accounts payable of the Orthodontic Practice which
have  accrued prior to the Effective Time and which remain unpaid
as of such time (the "Accounts Payable").

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

          iv.    The   parties  hereby  agree  to  allocate   the
Consideration among the Assets in accordance with Section 1060 of
the  Internal Revenue Code of 1986, as amended, on the  basis  of
the  fair  market  value of the Assets as of the  Closing,  which
allocation  shall be reduced to writing and acknowledged  by  the
parties  hereto  within thirty (30) days following  the  Closing.
The  parties  agree to file timely any information  that  may  be
required  to  be filed pursuant to regulations promulgated  under
Section 1060(b) of the Code.  The parties further agree that they
shall report the federal, state, municipal, foreign and local and
other  tax consequences of the purchase and sale hereunder  in  a
manner consistent with the allocation determined pursuant to this
section,   and that they shall not take any position inconsistent
therewith  in  connection  with any  tax  return,  refund  claim,
litigation or otherwise.

     c.    Time  and  Place  of  Closing.   The  closing  of  the
transactions  contemplated hereby (herein called  the  "Closing")
shall  be  held  immediately before the  Effective  Time  at  the
offices  of Miller & Holguin, 1801 Century Park East, Suite  700,
Los  Angeles, California 90067 on ___________, 1997, or  at  such
other place, date or time as may be fixed by mutual agreement  of
the parties.

     d.    Delivery of Records, Contracts; Transfer of  Accounts.
At the Closing Dr.  Villa and the PC shall deliver or cause to be
delivered to OMEGA:

          i.    All  of the Assets, including without limitation,
books,  records,  leases, contracts, employment agreements,  non-
compete  agreements,  commitments  and  rights  relating  to  the
Orthodontic Practice, with such rights of transfer so as to allow
OMEGA of the full benefit of the same.

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

          iii.  Any  documentation necessary for the transfer  of
any  of the Assets, including the Bill of Sale, together with any
warranty or other documentation.  Dr. Villa shall cooperate  with
OMEGA in the transfer of any utility accounts for the Orthodontic
Office.

                           ARTICLE 2.
                      ASSUMED LIABILITIES

     a.    Contracts.  For purposes of this Article II  the  term
"Contracts"  shall  only  mean  only  those  licenses,   permits,
contracts,    leases,    subleases,    permits,    registrations,
authorizations,  commitments,  purchase  orders,   contracts   to
purchase  materials,  contracts to perform  or  receive  services
(including  work  in  process)  and  supplies,   and  all   other
agreements  (whether  written  or  oral)  that  relate   to   the
Orthodontic  Practice  and are set forth on  Exhibit  Y  attached
hereto.

     b.    Transfer.  At the Closing, Dr. Villa and the PC  shall
assign  and  transfer or cause to be assigned and transferred  to
OMEGA  all of Dr. Villa's and the PC's right, title and  interest
in  and  to  the Contracts and OMEGA shall assume  and  agree  to
perform all obligations and liabilities on the part of Dr.  Villa
and  the  PC  under  the  Contracts accruing  on  and  after  the
Effective  Time; provided that to the extent that the  assignment
of any Contract is not permitted without the consent of the other
party  or  parties  to  such Contract, this Agreement  shall  not
constitute  an agreement to assign such Contract if such  consent
is  not  given; and provided further that Dr. Villa, the PC   and
OMEGA, as appropriate, shall use all reasonable efforts to obtain
such  consents, it being understood that such reasonable  efforts
shall  not  include any requirement to offer or  grant  financial
accommodations to any third party.

     c.    Assumption of Liabilities by OMEGA.  At  the  Closing,
Dr.  Villa  and  the PC shall assign to OMEGA,  and  OMEGA  shall
assume and pay, perform and discharge, and indemnify and hold Dr.
Villa  and  the  PC  harmless  from and  against,  the  following
obligations  and liabilities of Dr. Villa and the  PC,  and  none
other   (collectively,  the  "Assumed  Liabilities"):   (i)   all
obligations  and  liabilities on the part of  the  PC  under  the
Contracts  arising  on  and after the Effective  Time;  and  (ii)
liability under that certain working capital loan advanced by Mid
Am Credit Corp., Account Number 26864 to Dr. Villa, provided that
OMEGA's  obligations hereunder shall be limited to a loan balance
not  to exceed $78,000 and OMEGA shall be obligated to repay such
loan  only in the minimum installments and at such times  as  are
required pursuant to the terms of such loan.

     d.   No Enlargement.  The assumption by OMEGA of the Assumed
Liabilities shall not enlarge any rights or remedies of any third
party  under any Contract with Dr. Villa or the PC.  OMEGA agrees
to indemnify, defend and hold Dr. Villa and the PC and his or its
employees, harmless from and against any and all liability, loss,
cost,  damage  and/or  expense  (including,  without  limitation,
reasonable  attorneys' fees and costs) pertaining to the  Assumed
Liabilities.

     e.     No   Other   Liabilities  Assumedtc{seq   level0   \c
\*arabic|00.4  No Other Liabilities Assumed".  OMEGA,  Dr.  Villa
and the PC intend that OMEGA shall not assume or be obligated  to
pay,  perform  or  discharge any of  Dr.  Villa's  and  the  PC's
obligations  other  than  the Assumed  Liabilities  specified  in
Section  2.3.   Except for the Assumed Liabilities  specified  in
Section 2.3, OMEGA, Dr. Villa and the PC expressly agree OMEGA is
acquiring the Assets free and clear of all liens, claims  of  any
kind, encumbrances and restrictions.


                           ARTICLE 3.
                 REPRESENTATIONS AND WARRANTIES

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

                           ARTICLE 4.
               COVENANTS OF DR. VILLA AND THE PC

     Dr. Villa and the PC hereby covenant and agree with OMEGA as
follows:

     a.     Conduct  of  Business.   Between  the  date  of  this
Agreement  and  the Closing, Dr. Villa and the  PC  will  do  the
following unless OMEGA shall otherwise consent in writing:

          i.    conduct  the PC's business only in  the  ordinary
course of business, and refrain from changing or introducing  any
method  of management or operations except in the ordinary course
of business and consistent with prior practices;

          ii.    refrain  from  making  any  purchase,  sale   or
disposition  of any asset or property other than in the  ordinary
course  of  business, from purchasing any capital  asset  costing
more  than $1,000 and from mortgaging, pledging, subjecting to  a
lien or otherwise encumbering any of the Assets;

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

          iv.   use  their  best  efforts to keep  available  the
present employees of the PC and to preserve the goodwill  of  all
patients,  suppliers, and others having business  relations  with
Dr. Villa and the PC;

          v.    not commit or fail to commit any act which  would
cause Dr. Villa or the PC to suffer the revocation, suspension or
limitation of Dr. Villa's or the PC's license; and .

          vi.  permit OMEGA and its authorized representatives to
have  full  access  to  all  of Dr. Villa's  properties,  assets,
records, tax returns, records, contracts and documents and  those
of  the PC and furnish to OMEGA or its authorized representatives
such financial and other information with respect to his and  the
PC's  business  or  properties as OMEGA may  from  time  to  time
reasonably request.

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

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

     d.    Consummation of Agreement.  Dr. Villa and the PC shall
use  their best efforts to perform and fulfill all conditions and
obligations  on Dr. Villa's or the PC's part to be performed  and
fulfilled  under this Agreement, to the end that the transactions
contemplated by this Agreement shall be fully carried out.

                           ARTICLE 5.
                       COVENANTS OF OMEGA

     OMEGA hereby covenants and agrees with Dr. Villa and the  PC
as follows:

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

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


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

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

     b.    PC.   Dr. Villa shall have furnished to OMEGA:  (i)  a
certificate  of  the State Secretary of State  as  to  the  legal
existence   and  good  standing  of  the  PC  as  a  professional
corporation;  and (ii) a copy of the resolutions adopted  by  the
board  of  directors and stockholders of the PC  authorizing  and
approving  the  Management  Services  Agreement  and  the   Stock
Put/Call Option and Successor Designation Agreement.

     c.    Other Agreements.  Dr. Villa shall have caused the  PC
to  execute and deliver to OMEGA a Management Services  Agreement
and  a Stock Put/Call Option and Successor Designation Agreement,
each  having substantially the terms and conditions of the  forms
collectively attached hereto as Exhibit E .

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

     e.    Notices.  Dr. Villa shall, at OMEGA's expense,  notify
all patients and obligors of accounts receivable, and third party
payors  and others designated by OMEGA of the Asset purchase  and
the other transactions contemplated hereunder pursuant to notices
substantially in the form collectively attached hereto as Exhibit
C.

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

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

                           ARTICLE 7.
       CONDITIONS TO OBLIGATIONS OF DR. VILLA AND THE PC

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

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

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

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

                           ARTICLE 8.
                   OBLIGATIONS AFTER CLOSING

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

     b.    Books  and Records. OMEGA shall permit Dr. Villa,  his
accountants and attorneys, reasonable access to books of  the  PC
and  records for the purpose of preparing such tax returns of Dr.
Villa  as may be required after the Closing and for other  proper
purposes approved by OMEGA.
     c.     License.   Dr.  Villa  shall  maintain  all  licenses
necessary to practice orthodontics in the State.  Dr. Villa shall
not  commit or fail to commit any act which would cause Dr. Villa
or  the PC to suffer the revocation, suspension or limitation  of
Dr. Villa's or the PC's license.

                           ARTICLE 9.
                        INDEMNIFICATION.

     a.    Indemnification By Dr. Villa and the PC.   Subject  to
the  limitations set forth in Section 9.3, Dr. Villa and  the  PC
jointly  and severally agree to defend, indemnify and hold  OMEGA
harmless  from and against any damages, liabilities,  losses  and
expenses  (including reasonable attorneys' fees) of any  kind  or
nature  whatsoever  which may be sustained or suffered  by  OMEGA
based  upon a breach of any representation, warranty or  covenant
made  by Dr. Villa or the PC in this Agreement or in any exhibit,
certificate, schedule or financial statement delivered hereunder,
or  by  reason  of  any claim, action or proceeding  asserted  or
instituted  growing out of any matter or thing  covered  by  such
representations,  warranties  or covenants.   OMEGA  may  at  its
option  recover such indemnification claims by OMEGA  by  set-off
against  amounts of principal and interest due under the Purchase
Note,  but shall not be required to recover said claims  in  such
manner  and  may  proceed against Dr.  Villa,  the  PC   and  its
transferees  in liquidation at any time or times for recovery  of
indemnification claims.

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

     c.   Exclusions.  Notwithstanding Sections 9.1 and 9.2:

          i.    no indemnification shall be payable to the extent
any claim is covered by insurance; and

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

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

     e.    Payment  of  Claims; Alternative  Dispute  Resolution.
Indemnification  claims  by  OMEGA  may  be  paid  or   otherwise
satisfied  as  an offset against the Purchase Note as  set  forth
under  Section  9.1, and, in the alternative or  after  any  such
offset, the indemnification claims (or any balance thereof) shall
be  paid or otherwise satisfied by Dr. Villa and the PC,  or  the
PC's  transferees  in liquidation, within 30  days  after  notice
thereof  is  given by OMEGA. In the event Dr.  Villa  or  the  PC
indicates in a writing delivered to OMEGA that he or it  disputes
the nature or amount of the claim, the dispute, upon the election
of  any  party hereto after said 30-day period, shall be referred
to   the  American  Arbitration  Association  to  be  settled  by
alternative  dispute  resolution in Los  Angeles,  California  in
accordance  with  the commercial alternative  dispute  resolution
rules of said Association, with the fees and expenses thereof  to
be borne 50% by OMEGA and 50% by Dr. Villa and the PC.

                          ARTICLE 10.
                         MISCELLANEOUS

     a.   Termination.

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

          ii.   Upon any such termination, all obligations of the
parties  hereunder shall terminate without any further  liability
of either party to the other, except that each party shall remain
obligated in respect of the provisions of Section 10.3  and  10.7
which shall survive any such termination.

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

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

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

          If to Dr. Villa or the PC, to:

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

          If to OMEGA, to:

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

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

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

     f.   Binding Agreement, Successors.  This Agreement shall be
binding  upon,  and  shall be enforceable by  and  inure  to  the
benefit  of,  the  parties  named  herein  and  their  respective
successors  and  assigns; provided, however, that this  Agreement
may  not  be  assigned by any of the parties  without  the  prior
written consent of all the other parties.

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

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

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

     j.    Further Assurances.  Following the execution  of  this
Agreement, Dr. Villa and the PC, on the one hand, and  OMEGA,  on
the other hand, each agrees:

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

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

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

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

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


                              RICHARD H. VILLA, D.D.S., INC.


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



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

                              OMEGA ORTHODONTICS, INC.



                              By:  /s/ Robert J. Schulhof
                                   Robert J. Schulhof
                              Its:        President   and   Chief
Executive Officer
                                   Duly Authorized
                            Exhibit A

                       Financial Statement
                                
                                
                            Exhibit B
                                
                          Purchase Note
                                
                                
                            Exhibit C
                                
                             Notices
                                
                                
                            Exhibit D
                                
                   Bill of Sale and Assignment
                   BILL OF SALE AND ASSIGNMENT

     The  undersigned, Richard H. Villa, D.D.S., Inc. (the  "PC")
for  good  and  valuable consideration the receipt  of  which  is
hereby  acknowledged, hereby sells, assigns, transfers,  delivers
and  conveys to OMEGA Orthodontics, Inc., a Delaware corporation,
having a usual place of business in Acton, California  ("OMEGA"),
all of his right, title and interest in and to  the assets of the
orthodontic  practice  owned  and  operated  by  the   PC   ("the
Orthodontic Practice") at 10120 West Broad Street Road, Suite  L,
Glen  Allen, Virginia 23060, wheresoever situated and whether  or
not  specifically referred to herein  (such assets and rights  of
the  PC  are collectively referred to as the "Assets"), excepting
therefrom  the  assets  listed  on  Schedule  I   (the  "Excluded
Assets"),  attached hereto and made a part hereof, and  including
without  limitation,  the assets listed on Schedule  II  and  the
following assets:

     (a)   a lease at 10120 West Broad Street Road, Suite L, Glen
Allen,  Virginia  23060,  ("Orthodontic Office");  including  all
rights and remedies (the Lease").

     (b)   all  machinery and equipment ("Equipment"), books  and
records  used or owned by the Orthodontic Practice and all  other
tangible  and intangible personal property at or related  to  the
Orthodontic  Office, whether or not located  at  the  Orthodontic
Office, or to the Orthodontic Practice conducted therein, whether
or not located at the Orthodontic Office;

     (c)    all   contracts,  licenses,  permits,  registrations,
authorizations, leases, subleases,  commitments, purchase orders,
contracts to purchase materials, contracts to perform or  receive
services (including work in process) and supplies,  and all other
agreements  (whether written or oral) relating to the Orthodontic
Practice listed on the attached Exhibit  Y (the "Contracts");

     (d)   all  prepaid claims, prepaid taxes and  other  prepaid
expense  items  and deferred charges, credits, advance  payments,
security  and  other deposits made by the PC to any other  person
relating to Orthodontic Practice; .

     (e)  any rights of Richard H. Villa, D.D.S. ("Dr. Villa") or
the  PC pertaining to any counterclaims, set-offs or defenses Dr.
Villa  or  the PC may have with respect to any of the liabilities
assumed by OMEGA; and

     (f)   any other rights related in any way whatsoever to  the
Orthodontic Practice or the Orthodontic Office.

     The  PC represents that it has good and marketable title  in
fee  simple  to all of  the Assets, free and clear of  liens  and
encumbrances, restrictions or claims of any kind..   All  of  the
Assets   are   in   good  repair,  have  been  well   maintained,
substantially conform with all applicable ordinances, regulations
and  zoning  or  other laws.  The Equipment is  in  good  working
order.

     OMEGA assumes and agrees to pay, perform and discharge,  and
indemnify  and  hold  the  PC and Dr.  Villa  harmless  from  and
against, the following obligations and liabilities of the PC  and
Dr.  Villa, and none other: (a) obligations and liabilities under
the  Lease  and the Contracts arising on and after the  Effective
Time;  and (b) liability under that certain working capital  loan
advanced  by  Mid Am Credit Corp., Account Number  26864  to  Dr.
Villa,  provided  that  OMEGA's obligations  hereunder  shall  be
limited  to a loan balance not to exceed $78,000 and OMEGA  shall
be  obligated to repay such loan only in the minimum installments
and  at such times as are required pursuant to the terms of  such
loan.

     The assumption by OMEGA of the Assumed Liabilities shall not
enlarge  any  rights  or remedies of any third  party  under  any
Contract  with  Dr. Villa or the PC.  OMEGA agrees to  indemnify,
defend  and  hold Dr. Villa and the PC and his or its  employees,
harmless  from  and  against any and all liability,  loss,  cost,
damage  and/or expense (including, without limitation, reasonable
attorneys' fees and costs) pertaining to the Assumed Liabilities.

     OMEGA,  Dr.  Villa and the PC, intend that OMEGA  shall  not
assume  or be obligated to pay, perform or discharge any  of  Dr.
Villa's   or   the  PC's  obligations  other  than  the   Assumed
Liabilities.   Except  for  the Assumed Liabilities,  OMEGA,  Dr.
Villa  and the PC, expressly agree OMEGA is acquiring the  Assets
free  and  clear of all liens, claims of any kind,  encumbrances,
and restrictions.

     This  Bill  of Sale and Assignment is executed and delivered
in  connection  with an Affiliation Agreement and asset  Purchase
Agreement  entered into by and between Dr. Villa and the  PC,  on
the  one  hand, and OMEGA, on the other hand, dated ____________,
1997.

     WITNESS  the  execution under seal this _____ day  of  ____,
1997.

                              RICHARD H. VILLA, D.D.S., INC.



                              By:________________________________
____
                                   Richard   H.  Villa,   D.D.S.,
President

                           Schedule I
                                
                         Excluded Assets
                                
                               N/A
                                
                           Schedule II
                                
                         Included Assets
                                
The included assets are listed and described in the following 27
page list of items located at the Orthodontic Offices.
                            EXHIBIT Y
                                
                        List of Contracts
                                
That certain lease by and between Donald M. Fox, DDS, as tenant
and Transcontental Realty Investors, Inc., as Landlord, dated
June 30, 1993, pertaining to the premises located in The Forum,
10120-L West Broad Street, Glen allen, Virginia 23060.
                                
                            EXHIBIT E
                                
             Draft Management Services Agreement and
    Stock Put/Call Option and Successor Designation Agreement
                                
                                
                                
                           SCHEDULE 1
                                
                Representations and Warranties of
                  Dr. Villa and the PC to Omega

     Richard  H.  Villa,  D.D.S. ("Dr. Villa ")  and  Richard  H.
Villa,  D.D.S.,  Inc., a Virginia corporation (the  "PC")  hereby
represent  and  warrant to Omega Orthodontics, Inc.,  a  Delaware
corporation  ("OMEGA")  as follows: (all capitalized  terms  used
herein and not otherwise defined herein shall have the respective
meanings  given  to such terms in the Affiliation  Agreement  and
Asset  Purchase  Agreement, entered into  as  of  ______________,
1997,   by  and  between  Dr.  Villa,  the  PC  and  OMEGA  ("the
Agreement")).

     1.    Organization.   The  PC  is  duly  organized,  validly
existing  and in good standing under the laws of the Commonwealth
of Virginia.

     2.     The   Orthodontic  Practice.   The  Assets   of   the
Orthodontic Practice are owned 100% by the PC.  The  PC  has  the
full  power  to  conduct business as currently conducted  by  the
Orthodontic  Practice  and  to own  and  lease  the  property  it
purports  to  own  or  lease, as the case may  be.   All  of  the
outstanding stock of the PC is owned by Dr. Villa, free and clear
of all liens, claims, encumbrances or other restrictions.

     3.   Authorization of Transaction.  All necessary action has
been  taken  by  Dr.  Villa to authorize  the  execution  of  the
Agreement  by  Dr.  Villa  and  the  PC,  and  the  delivery  and
performance  of this Agreement and the transactions  contemplated
thereby, and the Agreement is the valid and binding obligation of
Dr. Villa and the PC, enforceable against Dr. Villa and the PC in
accordance with its terms.

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

     5.   No Conflict of Transaction With Obligations and Laws.

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

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

     6.   Investigations and Licenses.

          (a)   Dr.  Villa and the PC have all necessary licenses
to practice orthodontics in the State.

          (b)   Neither  Dr. Villa nor the PC is subject  to  any
investigation,  whether  threatened, current  or  pending,  under
which  Dr.  Villa or the PC may be required to forfeit or  suffer
the  revocation, suspension or limitation of Dr. Villa's  license
to  practice  orthodontics and Dr. Villa is not  subject  to  any
investigation,  whether  threatened,  current  or  pending  by  a
commercial third-party payor.

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

     8.   Property; Liens; Condition.

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

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

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

     10.  Absence of Undisclosed Liabilities and Changes.

          (a)  As of the date of the Financial Statement, neither
Dr.  Villa nor the PC had any liabilities of any nature,  whether
accrued,  absolute,  contingent or otherwise  (including  without
limitation liabilities as guarantor or otherwise with respect  to
obligations  of  others, or liabilities for  taxes  due  or  then
accrued  or to become due) relating to the Orthodontic  Practice,
except  (i) liabilities stated or adequately reserved against  on
the Financial Statement, (ii) liabilities not in excess of $5,000
arising in the ordinary course of business, and (iii) liabilities
disclosed in Exhibit X to this Schedule.  There is no fact  which
materially adversely affects, or may in the future (so far as can
now  be  reasonably  foreseen) materially adversely  affect,  the
business,  properties, operations or condition of the Orthodontic
Practice  which  has  not  been  specifically  disclosed  in  the
Financial Statement or in Exhibit X to this Schedule.

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

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

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

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

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

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

               Exceptions to Representations and
              Warranties of Dr.Villa, the PCc and
                 Orthodontic Practice to Omega


                               N/A
                                
                           SCHEDULE 2
                                
                Representations and Warranties of
                  Omega to Dr. Villa and the PC

     Omega Orthodontics, Inc., ("OMEGA") hereby represents and
warrants to Richard H. Villa, D.D.S. ("Dr. Villa") and Richard H.
Villa, D.D.S., Inc., a Virginia professional corporation (the
PC") as follows:

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

     2.  Authorization of Transaction.  All necessary action,
corporate or otherwise, has been taken by it to authorize the
execution, delivery and performance of the Affiliation Agreement
and Asset Purchase Agreement, entered into as of ___________,
1997, by and between OMEGA, Dr. Villa, and the PC (the
"Agreement"), and the Agreement is a valid and binding obligation
of it enforceable against it in accordance with its terms,
subject to laws of general application affecting creditor's
rights generally.

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