EXHIBIT 10.35

iv





                MANAGEMENT SERVICES AGREEMENT
                              
                              
                              
                              
                           BETWEEN
                              
                              
                              
                              
           David W. Longworth, P.C. (the "New PC")
                              
                             AND
                              
                              
              Omega Orthodontics of Watertown, Inc.
                         (the "MSO")
                              
                             AND
                              
                  Omega Orthodontics, Inc.
                          ("OMEGA")

                MANAGEMENT SERVICES AGREEMENT


                      TABLE OF CONTENTS



ARTICLE  1 TERM                                            2


ARTICLE  2 DUTIES OF THE MSO                               2

2.1 General                                                2
2.2 Orthodontic Office Services                            2
2.3 Administrative Services                                2
2.4 Business Systems, Procedures and Forms                 3
2.5  Purchasing,  Accounts Payable, Supplies  and  Inventory
Control                                                    3
2.6 Regulatory Compliance Services                         3
2.7 Billing, Collection                                    4
2.8 Disbursement of Funds                                  4
2.9 MSO Expenses                                           5
2.10 Credit Reports                                        6
2.11 Accounting; Bookkeeping and Reports                   7
2.12 Marketing                                             7
2.13 Complaints                                            7
2.14 Practice Laws                                         7
2.15 Monthly Meetings                                      7
2.16 Maintenance and Cleaning Services                     7
2.17 Licenses and Permits                                  7
2.18 Insurance                                             8
2.19 Practice Transition and Associate Selection           8


ARTICLE  3 DUTIES OF THE NEW PC                            8

3.1 General                                                8
3.2 Employment of the Orthodontists and Rendering of Patient
Care                                                       8
3.3 Professional Services                                  8
3.4 Records                                                9
3.5 Professional Expenses                                  9
3.6 Professional Liability Insurance                       9
3.7 Employment Agreement                                   9
3.8 Confidentiality                                       10


ARTICLE   4  PROFESSIONAL SERVICES, CONTROL OF SOLICITATION,
APPROVAL OF ADVERTISING MATERIAL AND NO RECIPROCATION     11


ARTICLE  5 LEASE OF OFFICE FACILITIES AND EQUIPMENT       11
5.3.  No Warranty.                                        14


ARTICLE  6 COMPENSATION                                   14


ARTICLE  7 SECURITY INTEREST                              15


ARTICLE  8 COVENANTS                                      15

8.1 New PC's Covenants                                    15
8.2 MSO's Covenants                                       16


ARTICLE 9 INSURANCE AND INDEMNITY                         16

9.1 Insurance to be Maintained by the New PC.             16
9.2 Insurance to be Maintained by the MSO                 17
9.3 Tail Insurance Coverage                               17
9.4 Additional Insureds                                   17
9.5 Indemnification                                       17

ARTICLE  10 TERMINATION                                   17

10.1 Termination by the New PC                            17
10.2 Termination by MSO                                   18

ARTICLE  11 AUTHORIZED AGENT AND POWERS OF ATTORNEY       20

ARTICLE  12 INDEPENDENT CONTRACTOR RELATIONSHIP           20

ARTICLE  13 MISCELLANEOUS                                 20

13.1 Access to Records                                    21
13.2 Patient Records.                                     21
13.3 The New PC's Control Over the Orthodontic Practice   21

ARTICLE 14 ALTERNATIVE DISPUTE RESOLUTION                 21

14.1 Alternative Dispute Resolution                       21
14.2 Waiver of Jury.                                      22

ARTICLE  15 GENERAL PROVISIONS                            22

15.1 Notices                                              22
15.2 Confidentiality                                      23
15.3 Contract Modifications for Prospective Legal Events  23
15.4 Remedies Cumulative                                  23
15.5 No Obligation to Third Parties                       23
15.6 Entire Agreement                                     23
15.7 Assignment.                                          24
15.8 Attorneys' Fees                                      24
15.9 Governing Law                                        24
15.10 Events Excusing Performance                         24
15.11 Compliance with Applicable Laws                     24
15.12 Language Construction                               24
15.13 Amendments                                          24
15.14 Severability.                                       25
15.15 No Waiver                                           25
15.16 Captions                                            25
15.17 Counterparts                                        25


SCHEDULE 1 THE ORTHODONTISTS

SCHEDULE 2 ORTHODONTIC OFFICES AND SERVICES

SCHEDULE 3 COMPENSATION - MANAGEMENT FEES

EXHIBIT A ORTHODONTIC OFFICES - MASTER LEASE

EXHIBIT B PRACTICE PROVIDERS

EXHIBIT C NEW PC'S AFFIDAVIT

EXHIBIT D SECURITY AGREEMENTS

EXHIBIT E ALTERNATIVE DISPUTE RESOLUTION PROCEDURES
                MANAGEMENT SERVICES AGREEMENT

         THIS AGREEMENT is made effective as of this 1st day of January,
1998,  by  and  between David W. Longworth, P.C., a  professional
corporation  (the "New PC") incorporated under the  laws  of  the
State  of  South Dakota (the "State"), and Omega Orthodontics  of
Watertown,  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 David Longworth, D.D.S. ("Dr. Longworth") 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
January 1, 1998, pursuant to which OMEGA acquired certain  assets
of Dr. Longworth;

         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. Longworth and any  and
all other orthodontists who are or become affiliated with the New
PC  as  of  or  following the date hereof and who are  or  become
subsequently  named  on  Schedule  1  hereto  (individually,   an
"Orthodontist" and collectively, the "Orthodontists");

         WHEREAS, the MSO was formed and acquired to provide equipment,
facilities   and  personnel to, and to manage the non-orthodontic
business affairs of, the New PC;

          WHEREAS, the MSO's services are designed to improve the
efficiency  and profitability of the New PC while  enhancing  the
ability of Dr. Longworth and the Orthodontists (if any) to render
quality orthodontic care to the patients of the New PC;

         WHEREAS, the New PC wishes to retain the MSO to perform the
functions and to provide the services described in this Agreement
to assist the New PC to achieve the above goals.

          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

         1.1  The initial term of this Agreement shall commence on the
date first above written 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

          2.1   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  and agrees that the MSO shall have  all  power  and
authority  reasonably  necessary to  manage  the  non-orthodontic
business  affairs  of  the  New  PC  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.

         2.2  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.

         2.3  Administrative Services.

         (a)  The MSO shall supply secretarial, reception, maintenance,
front office, skilled assistants and other personnel, 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.

         (b)  "Practice Providers" shall mean the individuals who are
duly  licensed to practice dentistry and/or orthodontics  in  the
State including Dr. Longworth 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  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.

         2.4  Business Systems, Procedures and Forms.  In consultation
with  the  New PC, the MSO shall establish standardized  business
systems and procedures for the New PC, 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.  The MSO shall provide training  to  the
staff  of the New PC in the implementation and operation of  such
standardized  business  systems and procedures.   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.

         2.5  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.  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
including,  without  limitation, all orthodontic  appliances  and
other supplies, laboratory supplies and sanitation supplies.

         2.6  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 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. Longworth and the Orthodontists (if any)  or  any
employee or agent of the New PC.

         2.7  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, 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;  (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  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 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.

         2.8  Disbursement of Funds.

         (a) All monies collected for the New PC by the MSO pursuant to
Section  2.7 above shall be deposited into an account  (the  "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.

         (b) 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. Longworth and the Orthodontists  (if
any)  and  the other Practice Providers of the New  PC,  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.

         (c)  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.

         2.9  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.

         (a)  "MSO Expenses" shall mean all operating and non-operating
expenses  incurred  in the operation of the  New  PC,  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. Longworth 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.  Longworth 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.  Longworth  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;

              (4)  Professional liability insurance for the Practice
Providers as provided for under Section 3.6 hereof;

              (5)  Costs of continuing professional education for
Practice Providers, including travel and related expenses;

               (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; and

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

         2.10 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.  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, 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.

         2.11 Accounting; Bookkeeping and Reports.  The MSO shall provide
for  or  arrange  for  all  accounting and  bookkeeping  services
related  to the New PC's operations, 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.   The  New PC shall be responsible for preparing and  filing
its own Federal, state and local tax returns.  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.
The  MSO  shall  assist and advise the New PC  in  the  financial
management of the New PC.

         2.12 Marketing.  The MSO shall design and execute a marketing
plan  to  promote  the New PC's professional services.   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,  including  all  stationery,
printing   and   postage  costs  in  connection  therewith.    In
connection  with  such marketing plan, the MSO shall  advise  Dr.
Longworth  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.

         2.13 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.

         2.14 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.

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

         2.17 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.

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

         2.19 Practice Transition and Associate Selection.  Dr. Longworth
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

          3.1  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.

         3.2  Employment of the Orthodontists and Rendering of Patient
Care.   The  New  PC shall be responsible for the employment  and
professional  supervision of Dr. Longworth and all  Orthodontists
and  the  other  Practice  Providers  and  all  orthodontic  care
rendered to patients shall be rendered by Dr. Longworth 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.

         3.3  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. Longworth and the Orthodontists  and
the  other  Practice Providers acting under the  supervision  and
control of Dr. Longworth 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. Longworth 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.
Longworth 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.

          3.4  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 and related charges  and
to facilitate the delivery of quality patient care by the New PC.
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.

          3.5  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.  The New  PC
shall  ensure  that  Dr.  Longworth  and  all  the  Orthodontists
employed  by the New PC participate in such continuing  education
as  is necessary for Dr. Longworth and such the Orthodontists  to
remain current.

         3.6  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. Longworth and each Orthodontist participates in  an
on-going risk management program.

         3.7  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.
Longworth 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. Longworth 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. Longworth 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 if Dr. Longworth's
or  such Orthodontist's employment shall terminate for any reason
during  the  Term of this Agreement, for a period  of  24  months
after  the  termination of Dr. Longworth's or such Orthodontist's
Employment  Agreement  with the New PC,  Dr.  Longworth  or  such
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  practice  or
facility  whatsoever providing services similar to those provided
by  the  New  PC at any orthodontic office within a fifteen  (15)
mile  radius.  Such Employment Agreement (or separate  agreement)
shall  also provide, among other things, that in the event  of  a
breach of Dr. Longworth'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.
Longworth'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.
Longworth 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.
Longworth  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.

         3.8  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

         4.1  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.

         4.2  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.

         4.3  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.

         4.4  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

         5.1  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:

         (a)  The MSO is the lessee by assignment under lease for the
premises  occupied  by  the  New PC  (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.   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:

         (i)  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.

         (ii) 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(b) and Exhibit
"A,"  shall be the complete terms and conditions of the  sublease
created hereby.

         (iii)     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.

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

         (v)  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.

         (vi) 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.

         5.2  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:

         (a)  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.

         (b)  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.

          (c)  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.

         5.3.  No Warranty.

         (a)   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.

         (b)  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, 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

         8.1  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):

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

         (b)  The New PC shall provide quality services and shall cause
Dr.  Longworth  and  the  Orthodontists (if  any)  to  serve  the
orthodontic  needs of the patients of the New  PC.   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.

         (c)  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.

         (d)  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.

         (e)  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.

         8.2  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

         9.1  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 per Dr. Longworth 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.  Premiums and deductibles with respect  to  such
policies  shall not be MSO Expenses.  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.

         9.2  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.

         9.3  Tail Insurance Coverage.  The New PC will cause Dr.
Longworth  and each Orthodontist (if any) providing  services  to
enter into an agreement with the New PC that upon termination  of
Dr.  Longworth's or such Orthodontist's relationship with the New
PC, for any reason, tail insurance coverage will be purchased  by
Dr.  Longworth  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.
Longworth  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. Longworth or each such Orthodontist.

         9.4  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.

         9.5  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

         10.1 Termination by the New PC.

         (a)  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. Longworth and the Orthodontists (if
any), OMEGA and the MSO.

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

         (a)  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.

         (b)  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.

         (c)  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.

         (d)  In the event Dr. Longworth or any Orthodontist breaches or
defaults  under his or her Employment Agreement and  the  New  PC
does  not  cause Dr. Longworth 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

         13.1 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.

         13.2 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.

         13.3 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.
Longworth 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

         14.1 Alternative Dispute Resolution.

         (a)  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.

         (b)  Notwithstanding anything in this Section 14.1 to the
contrary:

        (i)   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.

        (ii)  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.

        (iii) 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.

         14.2 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

         15.1 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:

        6 South Broadway
        Watertown, South Dakota 57201
        Attn: David Longworth, 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.

         15.2 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.

         15.3 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.

         15.4 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.

         15.5 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.

         15.6 Entire Agreement. This Agreement including the Schedules
and  Exhibits hereto, together with the Stock Put/Call Option and
Successor  Designation Agreement of even date  herewith  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,  including, without  limitation,  that  certain
Interim  Management  Agreement between OMEGA  and  Dr.  Longworth
dated  as of November 30, 1997.  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.

         15.7 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.

         15.8 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.

         15.9 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.

         15.10 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.

         15.11 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.

         15.12 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.

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

         15.14 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.

         15.15 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.

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

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

         IN WITNESS WHEREOF, the parties hereto have executed this
agreement as of the day and year first above written.

                        NEW PC:

                        DAVID W. LONGWORTH, P.C.


                        By:  /s/ David Longworth
                        Name: David Longworth
                        Title: President


                    MSO:

                               OMEGA       ORTHODONTICS        OF
WATERTOWN, 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

David Longworth, D.D.S.
6 South Broadway
Watertown, South Dakota 57201

                         SCHEDULE 2
                              
              ORTHODONTIC OFFICES AND SERVICES

        The office space and related leasehold improvements which the MSO
will provide to the New PC pursuant to Section 2.2 of the
Management Services Agreement to which this Schedule 2 is
attached is located at 6 South Broadway, Watertown, South Dakota
57201.  The related fixtures, furniture, furnishings and
equipment are set forth on the attached asset list.  The services
to be provided by the MSO to the New PC in relation to the
Orthodontic Offices are the repair, 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
also provide telephone, facsimile transmission, printing,
duplicating and transcribing services as needed, as well as all
laundry, linen and uniforms.



                         SCHEDULE 3
                              
               COMPENSATION - MANAGEMENT FEES


        The MSO shall receive, as compensation for the performance of all
of its obligations and duties contained in the Agreement, monthly
Management Fees in an amount equal to Seventy-Five Percent  (75%)
of  the  Practice Revenues, and the New PC shall be  entitled  to
Twenty-Five  Percent (25%) 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  sixty
(60%)  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  such  MSO Expenses are  more  than  sixty  (60%)
percent  of  the Practice Revenues for such twelve month  period,
fifty (50%) percent of such excess will be charged to the New  PC
and recorded as a liability to be set off against future Rebates.
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  Practice 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  collections of all revenues generated by or on  behalf  of
the   New   PC  (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 and for any other goods or services  sold
or provided to such patients.





                          EXHIBIT A


             ORTHODONTIC OFFICES - MASTER LEASE


        [Dr. Longworth Attach]
        EXHIBIT B

        PRACTICE PROVIDERS


        [Dr. Longworth Attach]

                          EXHIBIT C
                              
                     New PC'S AFFIDAVIT


                          AFFIDAVIT

        I, David Longworth, D.D.S., declare:

        I am an orthodontist, duly licensed in the State of South Dakota
and  I practice through a professional corporation under the name
David W. Longworth, P.C.(the "New PC").

         I  have  had  substantial experience in the practice  of
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 1, 1998,  between
the  New PC and Omega Orthodontics of Watertown, 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 6 South Broadway, Watertown,  South
Dakota 57201 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
Seventy-Five Percent (75%) 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  Twenty-Five
Percent (25%) 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 _________________ this _____ day of December, 1997.

                                  ___________________________
                                  David Longworth, D.D.S.


                    STATE OF SOUTH DAKOTA

___________________, ss                      _______________________, 199_


        Then personally appeared the above-named David Longworth, D.D.S.
and acknowledged the foregoing Affidavit to be his free act and
deed.


[SEAL]                            ____________________________
                                  Notary Public
                                  My Commission Expires:

                          EXHIBIT D
                              
                     SECURITY AGREEMENT


                     SECURITY AGREEMENT


        THIS SECURITY AGREEMENT is effective as of the 1st day of January
1998,  by  David  W. Longworth, P.C., a South Dakota  corporation
(the "New PC"), and David Longworth, D.D.S. ("Dr. Longworth") who
is  duly licensed to practice orthodontics in the State and Omega
Orthodontics  of  Watertown, 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. Longworth 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 South Dakota (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 Watertown, 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:

         6 South Broadway
         Watertown, South Dakota 57201
         Attn: David Longworth, 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.

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

          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:

DAVID W. LONGWORTH, P.C.                     OMEGA ORTHODONTICS OF
                                       WATERTOWN, INC.


By:____________________________
By:__________________________
Name: David Longworth                             Name:  Robert J.
Schulhof
Title:  President                                 Title:  President


DR. LONGWORTH


_______________________________
David Longworth, 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 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.