EXHIBIT 2.15


     AFFILIATION AGREEMENT AND AGREEMENT AND PLAN OF MERGER


      THIS AFFILIATION AGREEMENT AND AGREEMENT AND PLAN OF MERGER
is entered into as of the 21st day of January, 1998, by and among
Omega   Orthodontics  of  Woodland  Hills,   Inc.,   a   Delaware
corporation   ("Subsidiary"   or   "Surviving   Entity"),   Omega
Orthodontics,  Inc.,  a  Delaware  corporation  ("OMEGA"),  Azani
Dental Services, Inc., a Delaware corporation (the "MSO"), Daniel
Azani,  D.D.S.  ("Dr.  Azani") who is duly licensed  to  practice
orthodontics in the State of California (the "State") and  Daniel
Azani, D.D.S., Inc., a California professional dental corporation
(the "Orthodontic Entity").

                            RECITALS

      A.    OMEGA and its subsidiaries, including the Subsidiary,
provide   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
service organizations.

     B.   The MSO provides management services to the Orthodontic
Entity,  which  owns  and operates an orthodontic  practice  (the
"Practice")  with  offices located at 18411 Clark  Street,  Suite
200,  Tarzana,  California 91356 (the "Orthodontic Offices")  and
furnishes  orthodontic  care to the general  public  through  the
services of Dr. Azani affiliated with the Orthodontic Entity.

      C.    Dr.  Azani  presently holds 100% of  the  issued  and
outstanding  capital stock of the MSO (the issued and outstanding
capital stock is hereafter referred to herein as the "Interests")
and  100%  of  the issued and outstanding capital  stock  of  the
Orthodontic Entity.

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

      E.   Subject to the terms and conditions of this Agreement,
OMEGA  and  Dr.  Azani have determined that it  is  in  the  best
interests of each to effect a merger of the MSO with and into the
Subsidiary (the "Merger") as provided in Section 2.1 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 I
                             MERGER

     I.1  Merger; Consideration and Payment.

          (a)  At the Effective Time (as hereinafter defined) and
subject  to  the terms and conditions hereinafter set forth,  the
parties  hereto  agree to cause the Merger to be  consummated  by
filing  with  the  Delaware Secretary  of  State  and  the  State
Secretary  of  State (if required) a Certificate of  Merger  (the
"Certificate of Merger") in the form required by applicable  law,
duly  executed  and  acknowledged by the  Surviving  Entity,  and
taking all such further actions as may be required by law to make
the Merger effective.  The Merger shall become effective upon the
filing  of  the Certificate of Merger with the Delaware Secretary
of  State  and  the State Secretary of State (if  required)  (the
"Effective  Time"),  and the Subsidiary  will  be  the  surviving
entity.

           (b)   At the Effective Time, the Interests of the  MSO
outstanding  immediately prior to the Effective  Time  shall,  on
such date, by virtue of the Merger and upon surrender to OMEGA of
the  certificates therefor, duly endorsed and transferable,  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, be converted into the right  to
receive an aggregate consideration (the "Consideration") of:

                (i)   Ten Thousand Dollars ($10,000) in cash (the
"Cash Component");

               (ii) One Hundred Thousand Dollars ($100,000) to be
represented  by issuance to Dr. Azani of shares of  OMEGA  common
stock  ("OMEGA Stock") based on a value per share  equal  to  the
average daily closing sales price per share of OMEGA 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  of
Closing  (as  hereinafter defined) rounded down  to  the  nearest
whole  number  of  shares  (the "Stock Component"),  which  shall
thereupon be issued to Dr. Azani, fully paid and nonassessable.

     I.2  Adjustment and Audit.

           (a)   The Consideration is based on the value  of  the
Interests  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 Orthodontic Entity to be completed  prior  to
Closing  to  confirm  the  accuracy  and  completeness   of   the
information in the Financial Statement.

           (b)  The Consideration shall be subject to adjustments
at  Closing  for: (i) prepaid and underpaid rent and other  lease
obligations, if any 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 Entity  which
have  accrued prior to the Effective Time and which remain unpaid
as of such time (the "Accounts Payable").

           (c)   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.

      I.3   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 21, 1998,  or  at  such
other place, date or time as may be fixed by mutual agreement  of
the parties.

     I.4  Filing Certificate of Merger.  Contemporaneous with the
Closing, a duly executed Certificate(s) of Merger shall be  filed
with  the Delaware Secretary of State and the State Secretary  of
State (if required).

      I.5   Delivery  of Records, Contracts, Interests.   At  the
Closing Dr. Azani shall deliver or cause to be delivered  to  the
Subsidiary:

           (a)  All of the MSO's minute books, stock records  and
other  company books and records and the MSO's leases, contracts,
employment  agreements, non-compete agreements,  commitments  and
rights,  with  such consents to the Merger as  are  necessary  to
assure the Subsidiary of the full benefit of the same.

          (b)  Evidence of malpractice insurance coverage for Dr.
Azani for the current and five (5) prior years.

                           ARTICLE II
                 REPRESENTATIONS AND WARRANTIES

     The Representations and Warranties of Dr. Azani, the MSO and
the  Orthodontic  Entity in the attached Schedule  1  are  hereby
incorporated  as  if fully set forth herein.  The Representations
and  Warranties  of  OMEGA  and the Subsidiary  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 III
                COVENANTS OF DR. AZANI, THE MSO
                   AND THE ORTHODONTIC ENTITY

      Dr.  Azani,  the  MSO  and  the Orthodontic  Entity  hereby
covenant and agree with OMEGA and the Subsidiary as follows:

      III.1      Conduct of Business.  Between the date  of  this
Agreement  and  the  Closing, they will do the following,  unless
OMEGA shall otherwise consent in writing:

          (a)  conduct the business of the Orthodontic Entity and
the MSO only in the ordinary course, and refrain from changing or
introducing any method of management or operations except in  the
ordinary course of business and consistent with prior practices;

            (b)   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 Interests, the Property
or other assets of the Orthodontic Entity or the MSO;

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

           (d)   refrain from making any change or incurring  any
obligation  to  make a change in the Charter or  By-laws  of  the
Orthodontic  Entity  or the MSO (certified copies  of  which  are
attached  hereto  as  Exhibit  C and Exhibit  F,  respectively)or
authorized  or  issued capital stock, except as  contemplated  by
this Agreement;

           (e)   refrain from declaring, setting aside or  paying
any  dividend  or  making any other distribution  in  respect  of
capital  stock,  or  making any direct  or  indirect  redemption,
purchase   or  other  acquisition  of  capital  stock,   of   the
Orthodontic Entity or the MSO;

           (f)   use  their  best efforts to  keep  intact  their
respective  business  organizations,  to  keep  available   their
present agents and employees and to preserve the goodwill of  all
patients,  suppliers, and others having business  relations  with
them;

           (g)   not commit or fail to commit any act which would
cause  Dr.  Azani  or  the  Orthodontic  Entity  to  suffer   the
revocation,  suspension  or limitation  of  Dr.  Azani's  or  the
Orthodontic Entity's license; and

          (h)  permit OMEGA and its authorized representatives to
have  full access to all their  properties, assets, records,  tax
returns, company records, contracts and documents and furnish  to
OMEGA  or its authorized representatives such financial and other
information with respect to their business or properties as OMEGA
may from time to time reasonably request.

      III.2     Authorization from Others.  Prior to the Closing,
they will have obtained all assignments, authorizations, consents
and  permits of others required to permit the consummation by Dr.
Azani,  the  MSO  and the Orthodontic Entity of the  transactions
contemplated by this Agreement.

       III.3       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, they shall  give  detailed
written  notice thereof to OMEGA and shall use their best efforts
to prevent or promptly remedy the same.

      III.4      Consummation of Agreement.  Each shall use  his,
her or its best efforts to perform and fulfill all conditions and
obligations on his, her or its 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 IV
                       COVENANTS OF OMEGA
                       AND THE SUBSIDIARY

      OMEGA  and the Subsidiary each hereby covenants and  agrees
with Dr. Azani and the Orthodontic Entity as follows:

     IV.1 Authorization from Others.  Prior to the Closing, OMEGA
will  have obtained and will have caused the Subsidiary  to  have
obtained  all  authorizations, consents  and  permits  of  others
required  to permit the consummation by it and the Subsidiary  of
the transactions contemplated by this Agreement.

      IV.2  Consummation of Agreement. OMEGA and  the  Subsidiary
shall  use  their  best  efforts  to  perform   and  fulfill  all
conditions  and  obligations  on their  respective  parts  to  be
performed or fulfilled under this Agreement, to the end that  the
transactions  contemplated  by  this  Agreement  shall  be  fully
carried out.

                           ARTICLE V
     CONDITIONS TO OBLIGATIONS OF OMEGA AND THE SUBSIDIARY

      The  obligations of OMEGA and the Subsidiary 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 V will have been accomplished.

      V.1   Representations; Warranties; Covenants.  (i) Each  of
the representations and warranties of the Orthodontic Entity, the
MSO  and  Dr.  Azani contained in Schedule 1 shall  be  true  and
correct as though made on and as of the Closing, (ii) Dr.  Azani,
the  MSO and the Orthodontic Entity shall have performed  all  of
their, his or its obligations hereunder which by the terms hereof
are  to  be  performed on or before the Closing,  and  (iii)  Dr.
Azani, the MSO and the Orthodontic Entity shall have delivered to
OMEGA  a  certificate, dated the date of Closing, to such effect,
in form and substance satisfactory to OMEGA.

      V.2   Orthodontic Entity.  Dr. Azani shall have  furnished:
(i) a certificate of the State Secretary of State as to the legal
existence  and  professional corporation  good  standing  of  the
Orthodontic Entity and the Delaware Secretary of State as to  the
legal existence and good standing of the MSO; and (ii) a copy  of
the   resolutions   adopted  by  the  board  of   directors   and
stockholders of the Orthodontic Entity and the MSO, in each  case
authorizing and approving this Agreement, the Management Services
Agreement and the Stock Put/Call Option and Successor Designation
Agreement.


      V.3   Other Agreements.  Dr. Azani shall have executed  and
delivered, and shall have caused the Orthodontic Entity  and  the
MSO  to  execute  and  deliver, to OMEGA  a  Management  Services
Agreement  and a Stock Put/Call Option and Successor  Designation
Agreement, each having substantially the terms and conditions  of
the forms collectively attached hereto as Exhibit D .

      V.4  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.

      V.5   Notices.   The Orthodontic Entity shall,  at  OMEGA's
expense,  notify  all  of its patients and obligors  of  accounts
receivable, and third party payors and others designated by OMEGA
of  the  Merger and the other transactions contemplated hereunder
pursuant  to  notices  substantially  in  the  form  collectively
attached hereto as Exhibit B.

      V.6   Financial Condition.  The financial condition of  the
Orthodontic Entity and the MSO 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 Entity or the MSO, nor any  material
loss  or  damage  to  their respective  assets,  whether  or  not
insured,  which materially affects the ability of the Orthodontic
Entity  or  the  MSO  to conduct its business.   The  Orthodontic
Entity  and  the MSO 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 were incurred since the date of the Financial Statement  in
the ordinary course of business.

      V.7  Due Diligence.  OMEGA, acting in good faith and in its
sole  discretion, shall be reasonably satisfied with the  results
of  its "Due Diligence" on Dr. Azani, the Orthodontic Entity  and
the   MSO  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 Entity or the MSO or in the condition
or  prospects (financial or otherwise) of the assets, properties,
operations,  patients, employees or equipment of the business  of
the  Orthodontic Entity or the MSO from the information  provided
prior  to  the date hereof.  As used herein, Due Diligence  shall
mean,  without  limitation,  the results  of  the  Audit  of  the
Financial  Statement  and  of  all other  matters  (financial  or
otherwise)  related  to, or otherwise deemed  material  by  OMEGA
regarding,  Dr.  Azani,  the  MSO  and  the  Orthodontic  Entity,
including   location   of  the  Orthodontic   Offices   and   its
demographics,  the  leases, the Equipment, insurance,  licensing,
malpractice  issues,  liabilities,  compliance  with   laws   and
regulations and health surveys.

                           ARTICLE VI
                CONDITIONS TO OBLIGATIONS OF THE
             MSO, ORTHODONTIC ENTITY AND DR. AZANI

      The obligations of the Orthodontic Entity, the MSO and  Dr.
Azani   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.

      VI.1  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 and the Subsidiary shall have performed all  of  their
obligations  hereunder  which by  the  terms  hereof  are  to  be
performed on or before the Closing.

      VI.2 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.
Azani is likely to result in the restraint or prohibition of  the
consummation of any material transaction contemplated hereby.

                          ARTICLE VII
                   OBLIGATIONS AFTER CLOSING

       VII.1       OMEGA  Exceptional  Practice  and  the  Report
Suggestions.  On and after the Closing, Dr. Azani agrees to cause
the Orthodontic Entity to implement the suggestions in the Report
and the concepts of OMEGA's Exceptional Practice.

      VII.2      Books and Records. OMEGA shall permit Dr. Azani,
his  accountants and attorneys, reasonable access  to  books  and
records  of  the Orthodontic Entity for the purpose of  preparing
such  tax  returns  of  Dr. Azani as may be  required  after  the
Closing and for other proper purposes approved by OMEGA.

      VII.3      License.  Dr. Azani shall maintain all  licenses
necessary to practice orthodontics in the State.  Dr. Azani shall
not  commit or fail to commit any act which would cause Dr. Azani
or the Orthodontic Entity to suffer the revocation, suspension or
limitation of Dr. Azani's or the Orthodontic Entity's license.

                          ARTICLE VIII
                        INDEMNIFICATION

      VIII.1     Indemnification By Dr. Azani.   Subject  to  the
limitations set forth in Section 8.3, Dr. Azani agrees to defend,
indemnify  and  hold OMEGA and the Subsidiary harmless  from  and
against  any damages, liabilities, losses and expenses (including
reasonable  counsel fees) of any kind or nature whatsoever  which
may  be  sustained  or suffered by OMEGA or the Subsidiary  based
upon a breach of any representation, warranty or covenant made by
the Orthodontic Entity, the MSO or Dr. Azani 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.

       VIII.2     Indemnification  By  OMEGA.   Subject  to   the
limitations  set  forth in Section 8.3, OMEGA agrees  to  defend,
indemnify  and  hold  Dr. Azani harmless  from  and  against  any
damages,  liabilities, losses and expenses (including  reasonable
counsel  fees)  of  any kind or nature whatsoever  which  may  be
sustained  or  suffered by Dr. Azani based upon a breach  of  any
representation,  warranty  or  covenant  made  by  OMEGA  or  the
Subidiary  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.

     VIII.3    Exclusions.  Notwithstanding Sections 8.1 and 8.2:

           (a)  no indemnification shall be payable to the extent
any claim is covered by insurance; and

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

      VIII.4    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.

     VIII.5    Payment of Claims; Alternative Dispute Resolution.

           (a)  Indemnification claims by OMEGA or the Subsidiary
shall be paid or otherwise satisfied by Dr. Azani within 30  days
after  notice  thereof  is  given by  OMEGA  or  the  Subsidiary,
respectively.   In  the event Dr. Azani indicates  in  a  writing
delivered to OMEGA or the Subsidiary that he disputes the  nature
or  amount of the claim, the dispute shall, upon the election  of
any  party  hereto  after  said  30-day  period,  be  settled  in
accordance with Section 8.5(b).

           (b)   If  a  dispute arises under this Agreement  that
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  (c)  of
this  Section  8.5, 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.

           (c)   Notwithstanding anything in this Section 8.5  to
the  contrary,  nothing 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.

                           ARTICLE IX
                         MISCELLANEOUS

      IX.1  Termination.  At any time prior to the Closing,  this
Agreement may be terminated (i) by mutual consent of the  parties
with  the  approval  of their respective board  of  directors  or
members,  (ii)  by  any  party  if  there  has  been  a  material
misrepresentation, breach of warranty or breach  of  covenant  by
another  party  in its representations, warranties and  covenants
set  forth  herein, (iii) by OMEGA  if the conditions  stated  in
Article V have not been satisfied at or prior to the Closing,  or
(iv) by Dr. Azani if the conditions stated in Article VI have not
been satisfied at or prior to the Closing.

      IX.2  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 any  party  to  another  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 any party
hereto.

      IX.3 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.

       IX.4  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. Azani, the MSO or the Orthodontic Entity, to:

          Daniel Azani, D.D.S.
          18411 Clark Street, Suite 200
          Tarzana, California 91356


          If to OMEGA or Subsidiary, 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.

      IX.5  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  Letter of Intent,  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.

     IX.6 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, however, that
OMEGA  shall  be  permitted to assign its rights and  obligations
hereunder without the consent of the other parties hereto to  any
person,  firm  or  corporation controlled by  OMEGA,  controlling
OMEGA or under common control with OMEGA.

       IX.7   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 all Confidential Information, except  to
its  Representatives, counsel 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.

      IX.8 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.

       IX.9  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 MSO and is not in any way
related  to  or dependent upon referrals by and among OMEGA,  the
Orthodontic Entity, the Subsidiary and Dr. Azani.

      IX.10      Further Assurances.  Following the execution  of
this Agreement, Dr. Azani, the Orthodontic Entity, OMEGA and  the
Subsidiary each agree:

           (a)   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;

           (b)   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

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

      IX.11      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.


                    OMEGA ORTHODONTICS OF
                    WOODLAND HILLS, INC.


By   /s/ Robert J. Schulhof
                          Robert J. Schulhof, Its President
                          Duly Authorized



                    OMEGA ORTHODONTICS, INC.


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



                    AZANI DENTAL SERVICES, INC.


                    By:  /s/ Robert J. Schulhof
                          Robert J. Schulhof, Its  President
                          Duly Authorized


                    DANIEL AZANI, D.D.S, INC.


                    By:  /s/ Daniel Azani, D.D.S.
                          Daniel Azani, D.D.S., Its  President
                          Duly Authorized


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

                       Financial Statement
                                
                                
                            Exhibit B
                                
                             Notices
                                
                            Exhibit C
                                
                Orthodontic Entity's Charter and
                             By-Laws
                                
                            Exhibit D
                                
             Draft Management Services Agreement and
    Stock Put/Call Option and Successor Designation Agreement
                                
                                
                            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  with
the  assistance  of the American Arbitration Association,  unless
the  parties  agree  otherwise in finding a  mutually  acceptable
mediator.

      5.    Each party to a dispute shall bear an equal share  of
the  fees and costs of the mediator and any fees and costs of the
American Arbitration Association.

      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 American Arbitration Association.

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  Los  Angeles,
California before a qualified sole arbitrator in accordance  with
the  then  current commercial arbitration rules of  the  American
Arbitration  Association.  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 the American Arbitration Association.  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.
                           Exhibit F

                   MSO's Charter and By-Laws
                           Schedule 1
                                
                Representations and Warranties of
     Dr. Azani, the MSO and the Orthodontic Entity to OMEGA
                       and the Subsidiary

       Each   of   Daniel  Azani,  D.D.S.,  Inc.,  a   California
professional dental corporation (the "Orthodontic Entity"), Azani
Dental  Services, Inc., a Deleware corporation  (the  "MSO")  and
Daniel  Azani, D.D.S. ("Dr. Azani") hereby represent and  warrant
to Omega Orthodontics, Inc., a Delaware corporation ("OMEGA") and
Omega   Orthodontics  of  Woodland  Hills,   Inc.,   a   Delaware
corporation (the "Subsidiary") as follows (all capitalized  terms
used  in this Schedule and not otherwise defined in this Schedule
shall  have  the respective meanings given to such terms  in  the
Affiliation  Agreement and Agreement and Plan of Merger,  entered
into  as of January 21, 1998, by and among the Subsidiary, OMEGA,
the   MSO,  Dr.  Azani  and  the  the  Orthodontic  Entity   (the
"Agreement")):

      1.    Organization  and Qualification  of  the  Orthodontic
Entity.   The  Orthodontic Entity is a duly formed and  organized
professional  corporation  under the  laws  of  the  State.   The
Orthodontic Entity is a legally existing professional corporation
under  the State Professional Corporation Act (the "Act") and  no
event has occurred which alone or after the passage of time would
result  in  the  dissolution  of  the  Orthodontic  Entity.   The
Orthodontic  Entity  has the full power to  conduct  business  as
currently  conducted by the Orthodontic Entity  and  to  own  and
lease  the property it purports to own or lease, as the case  may
be.   The copies of any articles of organization or incorporation
and  by-laws,  as  defined in the Act, of the Orthodontic  Entity
which  are  currently  in  effect,  and  all  amendments  thereto
(collectively,  the "Orthodontic Entity's Charter and  By-Laws"),
certified by Dr. Azani and attached to the Agreement as Exhibit C
are complete and correct.

     2.   Organization of the MSO.  The MSO 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.  The copies of any articles of organization
or  incorporation and by-laws of the MSO which are  currently  in
effect,  and  all  amendments thereto (collectively,  the  "MSO's
Charter  and By-Laws" and, together with the Orthodontic Entity's
Charter and By-Laws, the "Charter and By-Laws"), certified by Dr.
Azani and attached to the Agreement as Exhibit F are complete and
correct.

      3.    Authorization of Transaction.  All necessary  action,
corporate or otherwise, has been taken by the Orthodontic  Entity
and  the MSO to authorize the execution of the Agreement  by  Dr.
Azani   on  behalf  of  the  Orthodontic  Entity  and  the   MSO,
respectively,  and the delivery and performance of the  Agreement
and  the transactions contemplated thereby, and the Agreement  is
the  valid and binding obligation of the Orthodontic Entity,  Dr.
Azani  and  the  MSO enforceable against each of the  Orthodontic
Entity, Dr. Azani and the MSO 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) any violation of the Charter or By-Laws; (b) a  default
in  the performance of any obligation, agreement or condition  of
any  debt  instrument from Dr. Azani,  the Orthodontic Entity  or
the  MSO 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; (c) a default of or
breach  of (with or without the passage of time or the giving  of
notice)  any  other contract to which Dr. Azani, the  Orthodontic
Entity  or the MSO is a party or by which their assets are bound;
or (d) any violation of any law, regulation, administrative order
or judicial order applicable to Dr. Azani, the Orthodontic Entity
or the MSO, or any of their 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) constitute a breach or  violation
of the Orthodontic Entity's or the MSO's Charter or By-Laws; (ii)
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. Azani, the Orthodontic Entity or the  MSO
is  a  party,  or  give any person the right  to  accelerate  any
indebtedness  or terminate any right; (iii) 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 the Orthodontic Entity, Dr. Azani or the MSO is a party  or
by  which  any  of their assets are bound; or (iv)  result  in  a
violation  of  any  law,  regulation,  administrative  order   or
judicial order applicable to the Orthodontic Entity, Dr. Azani or
the MSO, or any 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  the
Orthodontic  Entity,  Dr. Azani or the MSO  do  not  require  the
consent, waiver, approval, authorization, exemption of or  giving
of notice to any governmental authority or other third party.

     6.   Investigations and Licenses.

           (a)   The  Orthodontic Entity and Dr. Azani  have  all
necessary licenses to practice orthodontics in the State.

           (b)   Neither the Orthodontic Entity nor Dr. Azani  is
subject  to  any  investigation, whether threatened,  current  or
pending, under which the Orthodontic Entity or Dr. Azani  may  be
required  to  forfeit  or  suffer the revocation,  suspension  or
limitation of Dr. Azani's or the Orthodontic Entity's license  to
practice orthodontics and neither the Orthodontic Entity nor  Dr.
Azani  is  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  Entity.
To  the  best knowledge of Dr. Azani and the Orthodontic  Entity,
the  Financial  Statement  is complete  and  correct  and  fairly
presents in all material respects the financial position  of  the
Orthodontic  Entity  as  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.    Capitalization  and  the  Interests.  The  authorized
capital  of  the  MSO  consists of the  Interests.   All  of  the
Interests  have been validly issued and are fully paid  and  non-
assessable.  There  are  no options, warrants,  rights  or  other
agreements  or commitments obligating the Orthodontic  Entity  or
Dr.  Azani to issue or sell the Interests and there are  no  pre-
emptive  rights with respect to any Interests. Dr. Azani  is  the
beneficial and record owner of all of the Interests.   Dr.  Azani
has good and marketable title to the Interests, free and clear of
any  liens,  encumbrances, restrictions, or claims of  any  kind.
The Interests are not subject to any voting or similar agreement.

     9.   Property; Liens; Condition.

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

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

      10.  Payment of Taxes.  The Orthodontic Entity and the  MSO
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 have 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  Merger
pursuant  to the Agreement shall be paid or provided for  by  Dr.
Azani  after the Closing out of the Consideration to be  received
upon consummation of the Merger.

     11.  Absence of Undisclosed Liabilities and Changes.

           (a)   As  of the date of the Financial Statement,  the
Orthodontic  Entity  had no 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), except (i) liabilities  stated  or
adequately reserved against on the Financial Statement, and  (ii)
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  Entity  or the MSO 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  Orthodontic
                    Entity or the MSO, 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 Orthodontic Entity or the MSO;

                               (ii) any mortgage, encumbrance  or
                    lien  placed on any of the Interests  or  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 the Orthodontic  Entity
                    or   the   MSO  other  than  obligations  and
                    liabilities not in excess of $5,000  incurred
                    in the ordinary course of business.

          (c)  Except as described in Exhibit X to this Schedule,
there  are  no  accounts payable of the Orthodontic  Entity  (not
including payroll, "Accounts Payable") that accrued prior to  the
commencement date of the Agreement), and which were unpaid as  of
such  date.   Said  Exhibit  X further sets  forth  the  Accounts
Payable of the Orthodontic Entity for the last 12 months prior to
the  end of the month immediately preceding the commencement date
of the Agreement.

      12.  Litigation.  Except for matters described on Exhibit X
to  this  Schedule, there is no action, suit, claim,  proceeding,
investigation  or  governmental inquiryat law or  in  equity,  or
before  or by any Federal, state, municipal or other governmental
department,  commission, board, bureau, agency or instrumentality
pending  or, to the knowledge of the Orthodontic Entity, the  MSO
or  Dr.  Azani,  threatened against or involving the  Orthodontic
Entity,  the MSO, or Dr. Azani 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  Entity,
the MSO, or Dr. Azani 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. Azani, the MSO or the Orthodontic
Entity.

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

               Exceptions to Representations and
                  Warranties of Dr. Azani and
           Orthodontic Entity to OMEGA and Subsidiary


                           Schedule 2
                                
                Representations and Warranties of
     OMEGA to Dr. Azani, the MSO and the Orthodontic Entity

     Omega Orthodontics, Inc., a Delaware corporation ("OMEGA")
hereby represents and warrants to Azani Dental Services, Inc., a
Delaware corporation ("the MSO"), Daniel Azani, D.D.S., Inc., a
California professional dental corporation (the "Orthodontic
Entity") and Daniel Azani, D.D.S. "(Dr. Azani") as follows:

     1.   Organization of OMEGA. That it and Omega Orthodontics
of Woodland Hills, Inc., a Delaware corporation (the
"Subsidiary") are corporations duly organized, validly existing
and in good standing under the laws of Delaware with full
corporate power to own or lease their properties and to conduct
their business in the manner and in the places where such
properties are owned or leased or such business is conducted by
them.

     2.   Authorization of Transaction.  All necessary action,
corporate or otherwise, has been taken by it and the Subsidiary
to authorize the execution, delivery and performance of the
Affiliation Agreement and Agreement and Plan of Merger, entered
into as of January 21, 1998, by and among OMEGA, the Orthodontic
Entity, the Subsidiary, the MSO and Dr. Azani (the "Agreement"),
and the Agreement is a valid and binding obligation of it and the
Subsidiary enforceable against them in accordance with its terms.

     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.