EXHIBIT 10.45
9

                    OMEGA ORTHODONTICS, INC.
                      CONSULTING AGREEMENT
                                
      THIS  AGREEMENT, dated as of January 1, 1998,  between  DR.
DEAN  C.  BELLAVIA,  of Buffalo, New York (the "Consultant")  and
OMEGA ORTHODONTICS, INC., a Delaware corporation (the "Company").

                           WITNESSETH:
                                
     WHEREAS, pursuant to that certain Employment Agreement dated
as of May 1, 1997 by and between the Consultant and the Company
(the "Employment Agreement"), the Consultant has been an employee
of the Company;

     WHEREAS, the Consultant and the Company desire to terminate
the Employment Agreement and the employment relationship
contemplated thereby;

      WHEREAS,  the Company desires to retain the Consultant  for
the period and upon and subject to the terms herein provided, and
the  Consultant is willing to agree to be retained by the Company
upon and subject to the terms herein provided;

      NOW,  THEREFORE, for the reasons set forth  above,  and  in
consideration  of the mutual promises and agreements  hereinafter
set forth, the Company and the Consultant agree as follows:

     1.   Employment Termination and Consulting Retention.

     1.1  Employment Termination.  The Company and the Consultant
hereby  terminate the Employment Agreement, effective as  of  the
close  of  business  on December 31, 1997,  and  agree  that  the
employer/employee  relationship contemplated  thereby  shall  and
does similarly terminate.

     1.2   Consulting  Retention.    Subject  to  the  terms  and
conditions  set  forth  in  this Agreement,  the  Company  hereby
retains  the  Consultant to provide consulting  services  to  the
Company  as  its Director of Affiliate Programs.  The  Consultant
hereby accepts such retention and agrees to provide such services
to the Company in such capacity for the period of this Agreement.

      1.3   Consulting Services.  The Consultant's services shall
include: all design, scheduling the installation and following up
on  the  effectiveness of all the managerial systems used by  the
Company's  affiliated orthodontic practices as  outlined  in  the
Affiliate  Optimization Program, as revised from  time  to  time;
management   of  the  effectiveness  and  productivity   of   the
consultants   used  to  optimize  and  maintain   the   affiliate
practices'  programs; and additional services that the Consultant
and the Company agree upon.  Such  services shall be rendered  on
an  "on-call"  basis,  and  the Consultant  shall  be  reasonably
available at times during normal business hours and shall use his
best efforts to promote the interests of the Company. The parties
acknowledge  and agree that, notwithstanding the  foregoing,  the
Consultant  may continue his orthodontic consulting business  and
may  continue  to  pursue  his academic  and  writing  endeavors;
provided,  however, that such endeavors shall neither  materially
adversely  affect or impair his ability to meet  his  obligations
hereunder.

     2.   Term of Agreement.
     
     The   term of this Agreement shall be for a period of  three
(3)  years  commencing on January 1, 1998 (the "Effective  Date")
and  expiring  at midnight on the day immediately  preceding  the
third  anniversary of the Effective Date, unless terminated prior
to  that  date  as  provided  in Section  6  of  this  Agreement.
Commencing on the third anniversary of the Effective  Date,   and
on  each anniversary thereafter, the term of this Agreement shall
be  automatically extended for an additional year, unless  either
party  gives  notice of termination as provided in Section  6  of
this Agreement.
     
     3.   Independent Contractor.
     
     The  Consultant  is  retained by the Company  only  for  the
purpose  and to the extent herein set forth, and the Consultant's
relationship  to  the Company shall, during  the  period  of  the
Consultant's  services  hereunder,  be  that  of  an  independent
contractor.  Accordingly, the Consultant shall be responsible for
the  payment of all federal, state and local income taxes, social
security  taxes, self-employment taxes, sales taxes, unemployment
insurance  taxes and similar taxes attributable to the fees  paid
by the Company to the Consultant pursuant to this Agreement.  The
Consultant  shall  not  participate  in  the  Company's  employee
benefit plans and programs and his compensation shall be governed
exclusively  by  the terms of this Agreement.  Neither  party  to
this  Agreement  and none of their respective agents,  employees,
representatives,  or  independent  contractors   shall   (i)   be
considered  an  agent, employee or representative  of  the  other
party for any purpose whatsoever; (ii) have any authority to make
any  agreement  or  commitment for the other party  or  to  incur
liability  or  obligation in the other party's  name  or  on  its
behalf;  or (iii) represent to third parties that any of them has
any right so to bind the other party hereto.
     
     4.   Compensation of Consultant.

     4.1.  Consulting Fee.     During the term of this Agreement,
the  Company shall pay to  the Consultant as compensation for the
services  to be performed by the Consultant a consulting  fee  of
$10,000  per  month (the "Consulting Fee").  The  Consulting  Fee
shall be payable in semi-monthly installments.

      4.2. Benefits. Unless otherwise permitted by resolution  of
the  Board of Directors, the Consultant shall not be entitled  to
participate,  during the term he is retained  hereunder,  in  any
employee  benefit or deferred compensation plans  established  by
the Company.

     4.3.  Office and Secretary.    The Consultant shall  provide
his  own  office  and secretarial help as needed to  perform  his
duties  hereunder,  subject to reimbursement by  the  Company  as
provided  in Subsection 4.4 hereof for providing such office  and
secretarial  help.  The parties understand and  agree  that  such
office shall be located at 44 Capen Boulevard, Buffalo, New York,
unless the parties agree otherwise.

     4.4. Reimbursement of Expenses.    The Company shall provide
for  the payment or reimbursement of all reasonable and necessary
expenses  incurred  by  the Consultant  in  connection  with  the
performance  of  his  duties under this Agreement.   The  parties
understand  and agree that the Consultant may maintain  a  charge
card  account  in his name for his exclusive use for reimbursable
expenses  and  that  the  Company will reimburse  the  Consultant
utilizing  the  monthly charge account statement.  in  accordance
with  the  Company's expense reimbursement policy,  as  such  may
change from time to time.
     
     4.5.  Stock  Option.  Pursuant to the Employment  Agreement,
the Company granted the Consultant an incentive stock option (the
"Incentive Option") under the Company's Incentive Stock Plan (the
"Plan")  to acquire 50,000 shares of the Company's Common  Stock,
par  value  $.01 per share (the "Common Stock"), at  an  exercise
price  equal  to  $6.00 per share.  The Plan  and  the  agreement
effecting  the Incentive Option (the "Option Agreement")  provide
that  the  Incentive Option will expire three  months  after  the
termination  of the Consultant's employment under the  Employment
Agreement.   The Company and the Consultant, desiring to  convert
the Incentive Option into a non-qualified option on substantially
the same terms as the Incentive Option, hereby agree to amend the
Option  Agreement  to provide for the grant  of  a  non-qualified
option  to  acquire  50,000 shares of  the  Common  Stock  at  an
exercise price of $6.00 per share with the same vesting and other
terms as provided in the Option Agreement, other than those terms
which  relate  specifically  to the treatment  of  the  Incentive
Option as an incentive stock option under the Plan.

     5.   Representations.
     
     The  Consultant  hereby represents and  warrants  that  this
Agreement   constitutes   his  valid   and   binding   obligation
enforceable in accordance with its terms and that the  execution,
delivery  and performance of this Agreement does not violate  any
agreement,  arrangement or restriction of any kind to  which  the
Consultant is a party or by which he is bound.
     
     6.   Termination.
     
     6.1  Termination by the Company.   The Company may terminate
this  Agreement immediately upon the occurrence  of  any  of  the
following:    (a)   the  Consultant's  death;  (b)  the   Company
determines  that  the  Consultant  has  furnished  deceptive   or
fraudulent  information to the Company;  or  (c)  the  Consultant
engages  in  criminal,  unprofessional, unethical  or  fraudulent
conduct and the Consultant is found guilty of such conduct by any
entity or governmental agency of competent jurisdiction.

      6.2   Termination upon Breach. Either party  may  terminate
this  Agreement upon breach by the other of any material term  in
this Agreement, which breach has not been cured to the reasonable
satisfaction of the non-breaching party within thirty  (30)  days
after notice of such breach.

       6.3   Termination  upon  Expiration.   Either  party   may
terminate  this Agreement at the end of the initial term  or  any
extension of this Agreement by giving the other party ninety (90)
days prior written notice of such termination.

      6.4   Rights  upon  Termination. Upon termination  of  this
Agreement,  the  Consultant shall be  entitled  to  receive  such
compensation, if any, accrued under the terms of this  Agreement,
but unpaid, as of the date of said termination.

     7.   Confidentiality.

      The  Consultant  agrees to hold in  strict  confidence  all
information concerning any matters affecting or relating  to  the
business   of   the  Company,  including  without  limiting   the
generality  of  the  foregoing its manner  of  operation,  plans,
protocols,  processes, computer programs,  tenant  lists,  client
lists, marketing information and analysis, or other data, without
regard  to  whether all of the foregoing matters will  be  deemed
confidential or material.  Such information does not include  the
systems, forms, books, manuals, concepts and anything relating to
the  Consultant's copyrighted material referred to in  Section  8
hereof.   The  Consultant agrees that he will  not,  directly  or
indirectly,  use  the Company's information for  the  benefit  of
others  than the Company or disclose or communicate any  of  such
information in any manner whatsoever other than to the directors,
officers, Consultants, agents and representatives of the  Company
who  need to know such information, who shall be informed by  the
Consultant  of  the confidential nature of such  information  and
directed   by   the   Consultant  to   treat   such   information
confidentially.  Upon the Company's request, the Consultant shall
return  all information furnished to him related to the  business
of the Company.

      The above limitations on use and disclosure shall not apply
to  information  which the Consultant can demonstrate:   (a)  was
known  to the Consultant before joining the Company and  was  not
contributed to the Company by the Consultant; (b) is  learned  by
the Consultant from a third party entitled to disclose it; or (c)
becomes  known  publicly other than through the Consultant.   The
parties  hereto stipulate that all such information  is  material
and confidential and gravely affects the effective and successful
conduct  of  the  business of the Company and the Company's  good
will, and that any breach of the terms of this Section 7 shall be
a material breach of this Agreement.  The terms of this Section 7
shall remain in effect during the term of this Agreement and  for
a period of two (2) years thereafter.
     
     8.   Use of Proprietary Information.

       8.1   Company  Proprietary  Information.   The  Consultant
recognizes  that the Company possesses a proprietary interest  in
all  of  the  information described in  Section  7  and  has  the
exclusive  right  and  privilege to use,  protect  by  copyright,
patent  or  trademark,  manufacture  or  otherwise  exploit   the
processes, ideas and concepts described therein to the  exclusion
of the Consultant, except as otherwise agreed between the Company
and  the Consultant in writing.  The Consultant expressly  agrees
that  any products, inventions, discoveries or improvements  made
by  the Consultant, his agents or affiliates, during the term  of
this  Agreement,  based  on or arising  out  of  the  information
described in Section 7 shall be the property of and inure to  the
exclusive benefit of the Company.  The Consultant further  agrees
that   any   and   all  products,  inventions,   discoveries   or
improvements developed by the Consultant and intended solely  for
the  use  of the Company (whether or not able to be protected  by
copyright, patent or trademark) during the term or any  extension
hereof  shall be promptly disclosed to the Company and  shall  be
used exclusively by the Company.

       8.2   Consultant  Proprietary  Information.   The  Company
recognizes  that the forms, systems and concepts used to  develop
certain of the Company's manuals, forms, systems and concepts are
copyrighted  property of the Consultant and  The  Bio-Engineering
Co.,  of  Buffalo, NY (the "Consultant Proprietary Information"),
and  that  the Consultant and The Bio-Engineering Co. retain  the
legal  rights to the Consultant Proprietary Information  and  may
continue to use, publish and do whatever the Consultant  and  The
Bio-Engineering   Co.  deem  appropriate  with   the   Consultant
Proprietary  Information.  The Company  acknowledges  and  agrees
that   the  Company  may  only  use  the  Consultant  Proprietary
Information  for  the  betterment of its  affiliated  orthodontic
practices  and  may  not publish, sell or  in  any  way  use  the
Consultant  Proprietary  Information for  any  other  purpose  or
transfer to any other entity that the Company wishes to,  without
the  prior  written  consent  of the  Consultant  and   The  Bio-
Engineering Co.

     9.   Non-Competition Agreement.

     9.1.  Non-Competition.    The Consultant agrees that, during
the  term  of  this Agreement and for a period of  one  (1)  year
thereafter,  he shall not, without the prior written  consent  of
the  Company,  directly  or  indirectly,  own,  manage,  operate,
control,  be  connected with as an officer, consultant,  partner,
consultant  or otherwise, or otherwise engage or participate  in,
except  as  a  consultant  of  the Company,  or  any  corporation
directly or indirectly controlled by it, any corporation or other
business entity engaged in providing consulting services  to  the
orthodontic industry, except his orthodontic consulting  business
referred   to   in  Section  1.3  hereof.   Notwithstanding   the
foregoing,  the  ownership by the Consultant  of  less  than  two
percent (2%) of any class of the outstanding capital stock of any
corporation  conducting a business competitive with  the  Company
which is regularly traded on a national securities exchange or an
over-the-counter market shall not be a violation of the foregoing
covenant.

      The  Consultant  hereby acknowledges and  agrees  that  the
provisions  set  forth  in  this  Subsection  9.1  constitute   a
reasonable  restriction  on  his  ability  to  compete  with  the
Company.

     9.2.  Non-Solicitation.   Without the prior written  consent
of  the  Company,  during the term of this Agreement  and  for  a
period  of  one  (1)  year thereafter, the Consultant  shall  not
contact or solicit, directly or indirectly, any customer, client,
affiliate  orthodontist or orthodontic entity, tenant or  account
whose  identity the Consultant obtained through association  with
the  Company,  regardless of the geographical  location  of  such
customer,  client, affiliate orthodontist or orthodontic  entity,
tenant  or  account,  nor  shall  the  Consultant,  directly   or
indirectly, entice or induce, or attempt to entice or induce, any
employee  of  the  Company to leave such employ,  nor  shall  the
Consultant employ any such person in any business similar  to  or
in  competition with that of the Company during the term of  this
Agreement  and  for  a  period of one (1) year  thereafter.   The
Consultant hereby acknowledges and agrees that the provisions set
forth  in this Subsection 9.2 constitute a reasonable restriction
on his ability to compete with the Company.

      9.3. Savings Provision.  The parties hereto agree that,  in
the  event a court of competent jurisdiction shall determine that
the  geographical  or durational elements of  this  covenant  are
unenforceable,  such determination shall not  render  the  entire
covenant  unenforceable.  Rather, the excessive  aspects  of  the
covenant  shall be reduced to the threshold which is enforceable,
and the remaining aspects shall not be affected thereby.

     9.4.  Equitable  Relief.   The Consultant acknowledges  that
the extent of damages to the Company from a breach of Sections 7,
8  and  9 of this Agreement would not be readily quantifiable  or
ascertainable, that monetary damages would be inadequate to  make
the Company whole in case of such a breach, and that there is not
and  would  not be an adequate remedy at law for such  a  breach.
Therefore, the Consultant specifically agrees that the Company is
entitled to injunctive or other equitable relief from a breach of
Sections  7,  8  and 9 of this Agreement, and hereby  waives  and
covenants  not  to assert against a prayer for such  relief  that
there  exists an adequate remedy at law, in monetary  damages  or
otherwise.
     
     10.  Assignment.
     
     The  Consultant  may  not  assign  any  of  his  rights   or
obligations  hereunder without the prior written consent  of  the
Company.
     
     11.  Entire Agreement.

     This  Agreement  contains the complete agreement  concerning
the  consulting arrangement between the parties and shall, as  of
the   effective   date,   supersede  all  other   agreements   or
arrangements  between  the parties with  regard  to  the  subject
matter hereof.
     
     12.  Binding Agreement.

      This  Agreement  shall be binding upon  and  inure  to  the
benefit  of the parties hereto and their respective heirs,  legal
representatives,   successors   and   permitted   assigns.    The
obligations  of  the Company under this Agreement  shall  not  be
terminated by reason of any liquidation, dissolution, bankruptcy,
cessation  of business or similar event relating to the  Company.
This  Agreement shall not be terminated by reason of any  merger,
consolidation  or  reorganization of the Company,  but  shall  be
binding  upon  and  inure  to the benefit  of  the  surviving  or
resulting entity.

     13.  Modification.

      No  waiver  or  modification of this Agreement  or  of  any
covenant, condition or limitation herein contained shall be valid
unless  in  writing and duly executed by the party to be  charged
therewith and no evidence of any waiver or modification shall  be
offered or received in evidence of any proceeding, arbitration or
litigation between the parties hereto arising out of or affecting
this  Agreement,  or  the rights or obligations  of  the  parties
thereunder,  unless such waiver or modification  is  in  writing,
duly executed as aforesaid.

     14.  Severability.

     All agreements and covenants contained herein are severable,
and  in  the  event any of them shall be held to  be  invalid  or
unenforceable  by  any  court  of  competent  jurisdiction,  this
Agreement  shall be interpreted as if such invalid agreements  or
warrants were not contained herein.

     15.  Manner of Giving Notice

      All notices, requests and demands to or upon the respective
parties  hereto shall be sent by hand, certified mail,  overnight
air courier service or telecopier (if within a reasonable time  a
permanent  copy  is  given by any of the other methods  described
above),  in  each  case  with  all  applicable  charges  paid  or
otherwise  provided for, addressed as follows or  to  such  other
address  as  may  hereafter  be  designated  in  writing  by  the
respective parties hereto:

     To Company:

          Omega Orthodontics, Inc.
          3621 Silver Spur Lane
          Acton, CA 93510
          Telephone:  (805) 269-2841
          Facsimile:  (805) 269-2854

     To Consultant:

          Dean C. Bellavia
          44 Capen Boulevard
          Buffalo, New York 14214
          Telephone: (716) 834-5857
          Facsimile: (716) 834-4923

Such  notices, requests and demands shall be deemed to have  been
given or made on the date of delivery if delivered by hand or  by
telecopy and on the next following date if sent by mail or by air
courier service.

     16.  Waiver.
     
     If  either party should waive any breach of any provision of
this  Agreement, such party shall not thereby be deemed  to  have
waived  any  preceding or succeeding breach of the  same  or  any
other provision of this Agreement.
     17.  Remedies.

      In  the  event  of  a  breach of this Agreement,  the  non-
breaching  party  will be entitled to such  legal  and  equitable
relief  as may be provided by law, and shall further be  entitled
to   recover   all  costs  and  expenses,  including   reasonable
attorneys' fees, incurred in enforcing the non-breaching  party's
rights hereunder.

     18.  Headings.

      The  headings have been inserted for convenience  only  and
shall  not  be  deemed to limit or otherwise affect  any  of  the
provisions of this Agreement.

     19.  Choice of Law.

      It  is  the  intention  of  the parties  hereto  that  this
Agreement   and  the  performance  hereunder  be   construed   in
accordance with, under and pursuant to the laws of the  State  of
Delaware  without regard to the jurisdiction in which any  action
or special proceeding may be instituted.

     20.  Counterparts.

     This Agreement may be executed in two (2) counterparts, each
of  which shall be deemed an original, and both of which together
shall constitute one and the same instrument.



                    INTENTIONALLY LEFT BLANK



      IN  WITNESS  WHEREOF, the undersigned  have  executed  this
Agreement as of the date first stated above.


                                   COMPANY:

                                   OMEGA ORTHODONTICS, INC.



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



                                   CONSULTANT


                                   /s/ Dean C. Bellavia
                                   Dean C. Bellavia