EXHIBIT 2.16








      AFFILIATION AGREEMENT AND ASSET PURCHASE AGREEMENT


      THIS AFFILIATION AGREEMENT AND ASSET PURCHASE AGREEMENT  is
entered  into as of the 16th day of January, 1998, by  and  among
Omega  Orthodontics, Inc., a Delaware corporation  ("OMEGA")  and
William  W. Beazley, D.D.S. ("Dr. Beazley"), who is duly licensed
to practice orthodontics in the State of California (the "State")
and  William  W. Beazley, D.D.S., Inc., a California professional
corporation (the "PC").

                            RECITALS

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

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

      C.    The PC owns and operates an orthodontic practice (the
"Orthodontic  Practice") with offices located at offices  located
at  5400  Balboa Boulevard, Suite 321, Encino, California  91315-
1596 (the "Orthodontic Office") and furnishes orthodontic care to
the general public.  As the owner and operator of the Orthodontic
Practice, the PC is the owner of a leasehold interest in a  lease
of  the  Orthodontic  Office,  the  owner  of   certain  personal
property  located at the Orthodontic Office, a party  to  certain
contracts   relating  to  the  Orthodontic   Practice   and   the
beneficiary of other rights related to the Orthodontic Practice.

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

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

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


                           ARTICLE 1.
                        ASSET PURCHASE

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

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

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

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

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

           v.   all Accounts Receivable of the PC on the close of
business  on the Closing Date and the PC's right to reimbursement
for  all professional services provided to managed care and  fee-
for-services patients.  "Accounts Receivable" shall  include  all
rights  to payment for goods or services rendered, and all  other
obligations and receivables from others, no matter how  evidenced
relating  to  the  Practice, including  purchase  orders,  notes,
instruments,  drafts and acceptances and all  guarantees  of  the
foregoing, and security therefor, relating to the Practice; and

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

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

                (1)  One Million Dollars ($1,000,000) in cash  or
cash equivalents (the "Cash Component");

                (2)   Four  Hundred  and Sixty  Thousand  Dollars
($460,000) to be represented by issuance to the PC of  shares  of
OMEGA  common stock (the "OMEGA Stock") based upon  a  value  per
share equal to the average daily closing sales price per share of
the  OMEGA  common stock on the NASDAQ SmallCap Market  for  each
business   day  (Monday  through  Friday,  not  including   legal
holidays)  of the calendar week ending on the Friday  immediately
preceding  the  Closing Date, rounded down to the  nearest  whole
number  of  shares, which shall thereupon be issued  to  the  PC,
fully paid and nonassessable (the "Stock Component").

     b.   Adjustment; Allocation.

           i.    The Consideration is based on the value  of  the
Assets  as determined by OMEGA from the information set forth  in
the Financial Statement.  At OMEGA's option, OMEGA will cause  an
audit (the "Audit") of the Financial Statement and the books  and
records of the PC to be completed prior to Closing to confirm the
accuracy  and  completeness of the information in  the  Financial
Statement.

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

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

            iv.   The  parties  hereby  agree  to  allocate   the
Consideration  among the Assets in accordance with  the  attached
Exhibit B.  The parties agree to file timely any information that
may  be  required to be filed pursuant to regulations promulgated
under  Section  1060(b) of the Code.  The parties  further  agree
that they shall report the federal, state, municipal, foreign and
local  and  other  tax  consequences of  the  purchase  and  sale
hereunder  in a manner consistent with the allocation  determined
pursuant  to  this  section,  and that they shall  not  take  any
position  inconsistent  therewith  in  connection  with  any  tax
return, refund claim, litigation or otherwise.

      c.    Time  and  Place  of Closing.   The  closing  of  the
transactions  contemplated hereby (herein called  the  "Closing")
shall  be  held  immediately before the  Effective  Time  at  the
offices  of  Rosenthal and Smith, 6345 Balboa Blvd.,  Suite  330,
Encino,  California 91316-1524 on January 16, 1998,  or  at  such
other place, date or time as may be fixed by mutual agreement  of
the parties.

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

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

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

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

                           ARTICLE 2.
                      ASSUMED LIABILITIES

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

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

      c.    Assumption of Liabilities by OMEGA.  At the  Closing,
Dr.  Beazley  and the PC shall assign to OMEGA, and  OMEGA  shall
assume and pay, perform and discharge, and indemnify and hold Dr.
Beazley and the PC harmless from and against, all obligations and
liabilities on the part of the PC under the Contracts arising  on
and  after  the  Effective  Time  and  no  other  liabilities  or
obligations of Dr. Beazley or the PC (collectively, the  "Assumed
Liabilities").

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

      e.    No Other Liabilities Assumed.  OMEGA, Dr. Beazley and
the PC intend that OMEGA shall not assume or be obligated to pay,
perform   or  discharge  any  of  Dr.  Beazley's  and  the   PC's
obligations  other  than  the Assumed  Liabilities  specified  in
Section  2.3.   Except for the Assumed Liabilities  specified  in
Section 2.3, OMEGA, Dr. Beazley and the PC expressly agree  OMEGA
is  acquiring the Assets free and clear of all liens,  claims  of
any kind, encumbrances and restrictions.


                           ARTICLE 3.
                 REPRESENTATIONS AND WARRANTIES

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

                           ARTICLE 4.
              COVENANTS OF DR. BEAZLEY AND THE PC

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

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

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

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

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

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

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

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

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

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

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

                           ARTICLE 5.
                       COVENANTS OF OMEGA

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

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

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


                           ARTICLE 6.
               CONDITIONS TO OBLIGATIONS OF OMEGA

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

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

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

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

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

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

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

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

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

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

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

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

                           ARTICLE 8.
                   OBLIGATIONS AFTER CLOSING

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

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

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

                           ARTICLE 9.
                        INDEMNIFICATION.

      a.   Indemnification By Dr. Beazley and the PC.  Subject to
the limitations set forth in Section 9.3, Dr. Beazley and the  PC
jointly  and severally agree to defend, indemnify and hold  OMEGA
harmless  from and against any damages, liabilities,  losses  and
expenses  (including reasonable attorneys' fees) of any  kind  or
nature  whatsoever  which may be sustained or suffered  by  OMEGA
based  upon a breach of any representation, warranty or  covenant
made  by  Dr.  Beazley  or the PC in this  Agreement  or  in  any
exhibit,  certificate, schedule or financial statement  delivered
hereunder,  or  by  reason  of any claim,  action  or  proceeding
asserted or instituted growing out of any matter or thing covered
by  such representations, warranties or covenants.  OMEGA may  at
its  option recover such indemnification claims by OMEGA from Dr.
Beazley,  the PC  and its transferees in liquidation at any  time
or times for recovery of indemnification claims.

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


     c.   Exclusions.  Notwithstanding Sections 9.1 and 9.2:

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

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

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

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

                          ARTICLE 10.
                         MISCELLANEOUS

     a.   Termination.

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

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

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

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

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

          If to Dr. Beazley or the PC, to:

          William W. Beazley, D.D.S.
          5400 Balboa Boulevard, Suite 321
          Encino, California 91316-1596

          If to OMEGA, to:

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

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

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

     f.   Binding Agreement, Successors.  This Agreement shall be
binding  upon,  and  shall be enforceable by  and  inure  to  the
benefit  of,  the  parties  named  herein  and  their  respective
successors  and  assigns; provided, however, that this  Agreement
may  not  be  assigned by any of the parties  without  the  prior
written  consent of all the other parties; provided further  that
OMEGA  shall  be  permitted to assign its rights and  obligations
hereunder  without the consent of the PC to any person,  firm  or
corporation  controlled  by  OMEGA, controlling  OMEGA  or  under
common control with OMEGA.

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

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

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

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

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

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

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

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

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


                              WILLIAM W. BEAZLEY, D.D.S., INC.


                              By:  /s/ William W. Beazley, D.D.S.
                                   William  W.  Beazley,  D.D.S.,
President


                                   /s/ William W. Beazley, D.D.S.
                              William W. Beazley, D.D.S.

                              OMEGA ORTHODONTICS, INC.


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

                       Financial Statement
                                
                            Exhibit B
                                
                  Allocation of Purchase Price


Tangible Assets listed in Schedule II to the Bill of Sale
$35,000

Accounts Receivable
$65,000

Goodwill
$1,360,000


                            Exhibit C
                                
                             Notices

                            Exhibit D
                                
                   Bill of Sale and Assignment
                   BILL OF SALE AND ASSIGNMENT

     The undersigned, William W. Beazley, D.D.S., Inc. (the "PC")
for  good  and  valuable consideration the receipt  of  which  is
hereby  acknowledged, hereby sells, assigns, transfers,  delivers
and  conveys to OMEGA Orthodontics, Inc., a Delaware corporation,
having a usual place of business in Acton, California  ("OMEGA"),
all of his right, title and interest in and to  the assets of the
orthodontic   practice  owned  and  operated  by  the   PC   (the
"Orthodontic  Practice")  at 5400 Balboa  Boulevard,  Suite  321,
Encino,  California 91316-1596, wheresoever situated and  whether
or   not  specifically  referred  to  herein,  including  without
limitation  the  assets  listed  and  described  in  Schedule  II
attached   hereto  (such  assets  and  rights  of  the   PC   are
collectively  referred to as the "Assets"),  excepting  therefrom
the  assets  listed  on  Schedule  I   (the  "Excluded  Assets"),
attached  hereto  and made a part hereof, and  including  without
limitation, the following Assets:

      (a)   a  lease at 5400 Balboa Boulevard, Suite 321, Encino,
California  91316-1596 (the "Orthodontic Office"), including  all
rights and remedies (the Lease");

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

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

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

      (e)   all  Accounts Receivable of the PC on  the  close  of
business  on the Closing Date and the PC's right to reimbursement
for  all professional services provided to managed care and  fee-
for-services patients.  "Accounts Receivable" shall  include  all
rights  to payment for goods or services rendered, and all  other
obligations and receivables from others, no matter how  evidenced
relating  to  the  Practice, including  purchase  orders,  notes,
instruments,  drafts and acceptances and all  guarantees  of  the
foregoing, and security therefor, relating to the Practice; and

      (f)   any  rights  of  William  W.  Beazley,  D.D.S.  ("Dr.
Beazley") or the PC pertaining to any counterclaims, set-offs  or
defenses  Dr. Beazley or the PC may have with respect to  any  of
the liabilities assumed by OMEGA.

      The PC represents that it has good and marketable title  in
fee  simple  to  all  of  the Assets, free and  clear  of  liens,
encumbrances,  restrictions or claims of any kind.   All  of  the
Assets are provided "as is."

      OMEGA assumes and agrees to pay, perform and discharge, and
indemnify  and  hold  the PC and Dr. Beazley  harmless  from  and
against  obligations  and liabilities under  the  Lease  and  the
Contracts arising on and after the Effective Time, and  no  other
obligations  and  liabilities of  the  PC  or  Dr.  Beazley  (the
"Assumed Liabilities").

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

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

      This  Bill of Sale and Assignment is executed and delivered
in  connection  with an Affiliation Agreement and asset  Purchase
Agreement entered into by and between Dr. Beazley and the PC,  on
the  one  hand, and OMEGA, on the other hand, dated  January  16,
1998.

      WITNESS  the execution under seal this 16th day of January,
1998.

                              William W. Beazley, D.D.S., INC.




By:____________________________________
                                    William  W. Beazley,  D.D.S.,
President
                           Schedule I

                        Excluded Assets

     1.   All patient records, files and X-rays.

          2.    All  of  the  PC's goodwill,  which  may  include
          location  goodwill, name recognition goodwill,  patient
          allegiance, etc.

          3.   Covenant Not to Compete of the PC.

          4.   All business, financial and accounting records and
          books  of  account of the PC relating to  the  Practice
          exclusive of the PC's general ledger.

     5.   The following personal items of William W. Beazley:

          Framed diplomas (3)
          USC Clock
          Framed picture, Nell Revell, artist
          Tiffany Lamp
          Shell Box
          Books, pictures and memorabilia in bookcase
          Shells in display cases (4)
          Ships in display cases (4)
          Blue glass fish
                          Schedule II

                        Included Assets

Reception Room

2 - 6 foot couches
12 single seat side chairs (upholstered w/ wood arms)
2 large glass top tables w/ copper base
1 Oriental area rug
3 aquariums w/ equipment
     Decorative accessories (plants, shells)

Reception Desk

2 6/ section wall file cabinets
2 desk chairs (armless)
1 IBM Selectric II typewriter
2 AT&T Merlin System telephones
1 touch-tone telephone
1 stepping stool & (2) wastebaskets

Business Office

1 HP Laserjet Series II printer
1 Epson LX800 dot matrix printer
1 Compaq 286 CPU
1 Ortho II CPU
2 CRT monitors
2 keyboards (1/AST - 1/Compaq)
1 Brothers IntelliFax 680
1 IBM Selectric II typewriter
2 AT&T Merlin System telephones
1 AT&T 1343 answering machine
1 VeriFone credit card transmitter
4 desk chairs (w/arms)
3 wall pictures ("Walking the Line")
1 stepping stool & (2) wastebaskets

Doctors Office

1 desk
1 black leather desk chair
2 upholstered side chairs
2 upholstered/painted stools
1 wall mirror
2 x-ray view boxes
1 AT&T Merlin System telephone
1 wastebasket (wood)

Exam/Consultation Room

2 Revelation contour dental chairs
2  chairside units w/ cavitron units (1 /Dentsply 76 - 1 Dentsply
2002)
2 Dome dental chair lights
1 x-ray view box
1 Samsung TV/video player
1 wall picture

Operatory

5 SS White dental chairs
5 chairside units w/Dentsply 2002 cavitron units
5 Belmont dental lights (ceiling mounted)
2 Chemiclave 5000 autoclaves (Harvy)
1 L&R 2014 ultrasonic cleaner
2 Kerr inlay furnaces
1 Rocky Mountain spot welder
2 6 foot upholstered benches
2 wall pictures
1 AT&T Merlin System telephohne
 Middle Room

2 Revelation contour dental chairs
1 Canon NP1215 copy machine
1 4/drawer fireproof file cabinet (legal size/Schwab)

Miscellaneous (Swartz)

4 contour dental chairs
4 dental lights (ceiling mount)
4 chairside stools
4 chairside units
3 instrument cabinets
                           EXHIBIT Y

                       List of Contracts

1.   Lease Agreement, by and between Encino Medical Plaza Co.,  a
limited partnership, and William W. Beazley, D.D.S., Inc.,  dated
November 1, 1988, as amended to date.

2.   Ortho II Software Maintenance Agreement, dated April 1, 1997

                           EXHIBIT E

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



                           SCHEDULE 1

               Representations and Warranties of
                Dr. Beazley and the PC to Omega

      William  W. Beazley, D.D.S. ("Dr. Beazley") and William  W.
Beazley, D.D.S., Inc., a California professional corporation (the
"PC") hereby represent and warrant to Omega Orthodontics, Inc., a
Delaware corporation ("OMEGA"), as follows (all capitalized terms
used  herein  and  not otherwise defined herein  shall  have  the
respective  meanings  given  to such  terms  in  the  Affiliation
Agreement  and  Asset  Purchase Agreement,  entered  into  as  of
January  16, 1998, by and between Dr. Beazley, the PC  and  OMEGA
("the Agreement")):

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

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

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

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

     5.   No Conflict of Transaction With Obligations and Laws.

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

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

     6.   Investigations and Licenses.

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

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

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

     8.   Property; Liens; Condition.

          (a)  Except as set forth on Exhibit X to this Schedule,
the PC has good and marketable title in fee simple to all of  the
Assets,  including  without limitation,  all  real  and  personal
property,   machinery  and  equipment  used  or  owned   by   the
Orthodontic Practice (the "Equipment"), free and clear of  liens,
encumbrances,   restrictions  or  claims   of   any   kind   (the
"Property").   All  the  Property  owned  or  leased  by  the  PC
hereunder in "as is" condition.

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

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

     10.  Absence of Undisclosed Liabilities and Changes.

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

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

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

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

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

          (c)  Except as described in Exhibit X to this Schedule,
there  are no accounts payable of the PC (not including  payroll,
"Accounts  Payable") that accrued prior to the  date  hereof  and
which are unpaid as of such date.

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

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

               Exceptions to Representations and
             Warranties of Dr.Beazley, the PC and
                 Orthodontic Practice to Omega


                           SCHEDULE 2
                                
                Representations and Warranties of
                 Omega to Dr. Beazley and the PC

     Omega Orthodontics, Inc., a Delaware corporation ("OMEGA"),
hereby represents and warrants to William W. Beazley, D.D.S.
("Dr. Beazley") and William W. Beazley, D.D.S., Inc., a
California professional corporation (the "PC") as follows:

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

     2.  Authorization of Transaction.  All necessary action,
corporate or otherwise, has been taken by it to authorize the
execution, delivery and performance of the Affiliation Agreement
and Asset Purchase Agreement, entered into as of January 16,
1998, by and between OMEGA, Dr. Beazley and the PC (the
"Agreement"), and the Agreement is a valid and binding obligation
of it enforceable against it in accordance with its terms,
subject to laws of general application affecting creditor's
rights generally.

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