Exhibit 10.48a
BOST1-637130-2
                         AMENDMENT TO
       STOCK PUT/CALL AND SUCCESSOR DESIGNATION AGREEMENT

     THIS AMENDMENT (the "Amendment Agreement") to a STOCK
PUT/CALL AND SUCCESSOR DESIGNATION AGREEMENT, dated January 14,
1998 (the "Put/Cal Agreement") is entered into as of the 19th day
of January, 1998, and is made effective as of the 1st day of
April, 1998, by and among Daniel Azani, D.D.S., Inc., a
professional corporation (the "PC") incorporated under the laws
of the State of California (the "State"); Daniel Azani, D.D.S.
("Dr. Azani") who is duly licensed to practice orthodontics in
the State; Azani Dental Services, Inc., a Delaware corporation
(the "MSO"); and Omega Orthodontics, Inc., a Delaware corporation
("OMEGA"), with reference to the following facts.

                            RECITALS

     WHEREAS, the parties hereto have entered into a form of
Put/Call Agreement, dated January 14, 1998; and

     WHEREAS, the parties hereto wish to make certain amendments
to the Put/Call Agreement in order to allow the MSO to provide
management services to Orthodontic Entity with respect to the
practice that it conducts at its location at 33342 Santiago Road,
Acton, California 93510; and

     WHEREAS, a written amendment to the Put/Call Agreemeent is
necessary to effect such amendments.

     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 to amend the Put/Call Agreement
as follows:

     1.   Schedule 2.  Schedule 2 to the Put/Call Agreement shall
be amended and restated to provide as follows:

                           "SCHEDULE 2
                     ORTHODONTIC OFFICES AND
                   ORTHODONTIC OFFICE SERVICES

Offices

18411 Clark Street, Suite 200
Tarzana, CA 91356


5400 Balboa Blvd., Suite 321
Encino, CA 91316


33342 Santiago Road
Acton, CA 93510"

     2.   Call Option.  Section 3 of the Put/Call Agreement shall
be amended and restated to provide as follows:

     "3.  Call Option. The PC shall have the option (the "Call
Option") to require the MSO, upon termination of the Management
Services Agreement by the PC under Section 10.1 thereof, to:

          (a)  Sell to the PC all of the leasehold improvements,
fixtures, furniture, furnishings and equipment comprising or
located at the Orthodontic Office, including all replacements and
additions thereto made by the MSO pursuant to the performance of
its obligations under the Management Services Agreement and all
other assets, including inventory and supplies and intangibles,
set forth on the Balance Sheet to reflect operations of the MSO
in respect of the Orthodontic Office, including depreciation,
amortization and other adjustments of such assets shown on such
Balance Sheet; and

          (b)  Assign to, or grant a waiver in favor of, the PC,
the restrictive covenants provided for in Section 3.7 of the
Management Services Agreement and in the applicable Employment
Agreement with Dr. Azani contemplated thereunder, and any
goodwill and other intangible assets set forth on the Balance
Sheet, reflecting amortization or depreciation of the restrictive
covenants, and any goodwill and other intangible assets; and

          (c)  Assign to the PC (which it shall assume) all debt
and all contracts, payables and leases which are obligations of
the MSO and which relate solely to the performance of its
obligations under the Management Services Agreement or the
properties subleased in respect of the Orthodontic Office.

If the PC desires to exercise its Call Option, the PC shall give
written notice of such election (the "Call Option Notice") to the
MSO at least twenty (20) calendar days prior to the date
specified in such notice as the date for the closing of the Call
Option.  Any exercise of the Call Option by the PC shall be made
by an aggregate payment to the MSO of  an amount equal to the sum
of (x) the amount of cash paid to Dr. Azani under Section
1.1(b)(i) of the Affiliation Agreement,
plus (y) the original principal amount of the Purchase Note
issued to Dr. Azani under Section 1.1(b)(ii) of the Affiliation
Agreement, plus (z) the value of that number of shares of Omega
Common Stock issued to Dr. Azani under Section 1.1(b)(iii) of the
Affiliation Agreement, such value to be determined by multiplying
such number of shares by the average daily closing sales price
per share of Omega's Common Stock on the Nasdaq Small Cap Market
for each business day (Monday through Friday, not including legal
holidays) of the calendar week ending on the Friday immediately
preceding the date the Call Option Notice is delivered to the MSO
(collectively, the "Call Price")."

     3.   Closing.  Section 4 of the Put/Call Agreement shall be
amended and restated to provide as follows:

     "4.  Closing and Delivery. The closing ("Closing") of the
exercise by the MSO of the Put Option under Section 2 or of the
exercise by the PC of the Call Option under Section 3, as the
case may be, shall be at the offices of Omega Orthodontics, Inc.,
3621 Silver Spur Lane, Acton, California 92510, on the date
specified for such Closing in the written notice of election to
exercise such Put Option or Call Option, as the case may be, or
at such other location and on such other date as the parties may
mutually determine.  At the Closing, the PC, at its election,
shall pay cash, or a combination of cash and return of the shares
of Omega Common Stock received by Dr. Azani under Section
1.1(b)(ii) of the Affiliation Agreement, such shares to be valued
as provided for in Section 3 hereof,  pursuant to exercise by the
MSO of the Put Option or the PC of the Call Option, as the case
may be. The PC and Dr. Azani shall execute such documents as may
be required by the MSO to assume the liabilities set forth in
Section 2(c) or 3(c), as the case may be, and shall use their
respective best efforts to remove the MSO from any liability with
respect to such repurchased assets and with respect to any
property leased or subleased by the MSO.  From and after any such
Closing, each party shall provide to the other parties 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.  In addition, following any such
Closing, the MSO or its designee shall have reasonable access
during normal business hours to the PC's records, including
patient records regarding records of collections, expenses and
disbursements as kept by the MSO in performing its obligations
under the Management Services Agreement, and the MSO may copy any
or all such records."

     4.   Notices.  Section 17. (f) of the Put/Call Agreement
shall be amended and restated to provide as follows:

          (f)  Notices.  Any notices required or permitted to be
given hereunder by any party to another shall be in writing and
shall be deemed delivered upon personal delivery, twenty-four
(24) hours following deposit with a courier for overnight
delivery or seventy two (72) hours following deposit in the U.S.
Mail, registered or certified mail, postage prepaid, return-
receipt requested, addressed to the parties at the following
addresses or to such other addresses as the parties may hereafter
specify in writing:

          If to the PC or Dr. Azani:

          Daniel Azani, D.D.S., Inc.
          5400 Balboa Blvd., Suite 321
          Encino, California 91316-1502
          Attn: Daniel Azani, D.D.S.

          If to the MSO:

          Azani Dental Services, Inc.
          3621 Silver Spur Lane
          Acton, CA 93510

          If to OMEGA:

          Omega Orthodontics, Inc.
          3621 Silver Spur Lane
          Acton, CA 93510"

     5.   Ratification of Other Provisions of Management
Agreement.  Except as provided herein, all other provisions,
terms and conditions of the Management Agreement are hereby
ratified and confirmed.

     IN WITNESS WHEREOF, the PC, Dr. Azani, MSO and OMEGA have
executed this  Amendment Agreement as of the date first above
written by their duly authorized representatives as set forth
below.

                         "PC"

                         DANIEL AZANI, D.D.S., INC.
                         a California professional corporation


                         By: /s/ Daniel Azani, D.D.S.
                              Daniel Azani, D.D.S., President

                         "Dr. Azani"


                         /s/ Daniel Azani, D.D.S.
                              Daniel Azani, D.D.S.

                         "MSO"

                         AZANI DENTAL SERVICES, INC.
                         a Delaware corporation


                         By: /s/ Robert J. Schulhof
                              Robert J. Schulhof, President

                         "OMEGA"

                         OMEGA ORTHODONTICS, INC.,
                         a Delaware corporation


                         By: /s/ Robert J. Schulhof
                              Robert J. Schulhof, President and
                              Chief Executive Officer