EXHIBIT 2.13



     AFFILIATION AGREEMENT AND AGREEMENT AND PLAN OF MERGER


      THIS AFFILIATION AGREEMENT AND AGREEMENT AND PLAN OF MERGER
is  entered into as of the 9th 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"),  Sharon  M.
Crowder,  D.D.S.  ("Dr. Crowder") and Scott  E.  Feldman,  D.D.S.
("Dr. Feldman") who are duly licensed to practice orthodontics in
the State of California (the "State"); and Omega Orthodontics  of
Reseda, Inc., a Delaware corporation (the "MSO").

                            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  Scott  E.
Feldman,  D.D.S.,  M.S., Inc., a California  professional  dental
corporation  (the "Orthodontic Entity"), which owns and  operates
an  orthodontic practice (the "Practice") with offices located at
19231 Victory Boulevard, Suite 557, Reseda, California 91335 (the
"Orthodontic  Offices")  and furnishes orthodontic  care  to  the
general  public  through the services of Dr.  Feldman  affiliated
with the Orthodontic Entity.

      C.   Dr. Crowder and Dr. Feldman presently hold 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 Dr. Feldman presently holds 100% of  the  issued
and outstanding capital stock of the Orthodontic Entity.

      D.   OMEGA has conducted a review  of the Practice, and has
reviewed the unaudited financial and operations statement of  the
practice  provided by Dr. Crowder and Dr Feldman (the  "Financial
Statement"), a copy of which is attached hereto as  Exhibit  A  .
Based  on its review of the Practice 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. Feldman 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,  Dr. Crowder and Dr. Feldman 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 1.
                             MERGER

     a.   Merger; Consideration and Payment.

          i.   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.

           ii.   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:

                (1)   Ninety Thousand Dollars ($90,000)  in  cash
(the "Cash Component");

                (2)   One  Hundred  and Eighty  Thousand  Dollars
($180,000)  to  be  represented by issuance to Drs.  Crowder  and
Feldman 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 for each business  day  (Monday
through  Friday, not including legal holidiays) of  the  calendar
week  ending on the Friday immediately preceding the Closing Date
(the  "Stock Component"), which shall thereupon be issued to Drs.
Crowder and Feldman, fully paid and nonassessable.

           iii.  The Cash Component shall be allocated and  paid,
$67,500  to  Dr. Crowder and $22,500 to Dr. Feldman.   The  stock
component shall be allocated and paid $83,000 to Dr. Crowder  and
$97,000 to Dr. Feldman.

     b.   Adjustment and Audit.

           i.    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.

           ii.  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 MSO 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.

      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 Lewitt, Hackman, et al., 16633 Ventura Boulevard, 11th
Floor,  Encino, California 91436  on January 9, 1998, or at  such
other place, date or time as may be fixed by mutual agreement  of
the parties.

     d.   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).

      e.    Delivery  of Records, Contracts, Interests.   At  the
Closing  Drs. Crowder and Feldman shall deliver or  cause  to  be
delivered to the Subsidiary:

           i.    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.

           ii.   Evidence of malpractice insurance  coverage  for
Sharon  M.  Crowder, D.D.S., Inc. for the current  and  five  (5)
prior years.

                           ARTICLE 2.
                 REPRESENTATIONS AND WARRANTIES

      The  Representations and Warranties  of  Dr.  Crowder,  Dr.
Feldman   and  the  MSO  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 3.
             COVENANTS OF DR. CROWDER, DR. FELDMAN,
               THE MSO AND THE ORTHODONTIC ENTITY

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

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

          i.   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;

            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 Interests, the property
or other assets of the MSO or the Orthodontic Entity;

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

           v.    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 MSO or the
Orthodontic Entity;

           vi.   use  their  best efforts to  keep  intact  their
business  organization, to keep available its present agents  and
employees   and  to  preserve  the  goodwill  of  all   patients,
suppliers, and others having business relations with it;

           vii.  not commit or fail to commit any act which would
cause  Dr.  Crowder,  Dr. Feldman or the  Orthodontic  Entity  to
suffer the revocation, suspension or limitation of Dr. Crowder's,
Dr.  Feldman's  or the Orthodontic Entity's license  to  practice
dentistry.

             viii.        permit   OMEGA   and   its   authorized
representatives  to  have full access  to  all  the   properties,
assets,  records,  tax  returns, company records,  contracts  and
documents  of the Orthodontic Entity and the MSO 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.

      b.   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.
Crowder, Dr. Feldman, the MSO and the Orthodontic Entity  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, they 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.  Each shall use his, her or
its  best  efforts  to  perform and fulfill  all  conditions  and
obligations  on  his  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 4.
                       COVENANTS OF OMEGA

     OMEGA each hereby covenants and agrees with Dr. Crowder, Dr.
Feldman, the MSO and the Orthodontic Entity as follows:

     a.   Authorization from Others.  Prior to the Closing, OMEGA
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. OMEGA 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 5.
     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.

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

      b.   Orthodontic Entity.  Dr. Feldman shall have formed the
Orthodontic  Entity  under the laws of  the  State  in  order  to
conduct the Practice through the Orthodontic Entity.  Dr. Crowder
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 (ii)  a  copy  of  the
resolutions adopted by the board of directors and stockholders of
the  Orthodontic Entity authorizing and approving the  Management
Services  Agreement and the Stock Put/Call Option  and  Successor
Designation Agreement.

      c.    Other Agreements.  Dr. Crowder and Dr. Feldman  shall
have executed and delivered, or shall have caused the Orthodontic
Entity  and  deliver,  to the MSO Management Services  Agreements
having  substantially the terms and conditions of the form hereof
collectively attached hereto as Exhibit D.

      d.   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.

      e.    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.

      f.    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  its assets, whether or not insured, which  materially
affects  the ability of Orthodontic Entity or the MSO to  conduct
its  business.   The Orthodontic Entity 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.

      g.   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. Crowder, Dr. Feldman, the MSO  and
the  Orthodontic Entity 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 and 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  and  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. Crowder, Dr. Feldman, 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.

      h.    Performance of Letter of Intent.  Dr. Crowder and Dr.
Feldman  shall  have  duly  performed  their  obligations   under
Paragraphs 2, 3, 4, 5 and 7 of that certain Letter of  Intent  by
and  among  Dr. Crowder and Dr. Feldman, dated October  30,  1997
(the "Letter of Intent").

                           ARTICLE 6.
               CONDITIONS TO OBLIGATIONS OF THE
               ORTHODONTIC ENTITY AND DR. CROWDER

      The  obligations of the Orthodontic Entity,  the  MSO,  Dr.
Feldman  and  Dr.  Crowder 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 dVI 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.   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.
Crowder  and Dr. Feldman is likely to result in the restraint  or
prohibition  of  the  consummation of  any  material  transaction
contemplated hereby.

                           ARTICLE 7.
                   OBLIGATIONS AFTER CLOSING

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

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

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

                           ARTICLE 8.
                        INDEMNIFICATION

      a.    Indemnification By Drs. Crowder and Feldman.  Subject
to  the limitations set forth in Section 8.3, Dr. Crowder and Dr.
Feldman jointly and severally agree 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, Dr. Crowder or Dr. Feldman 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.

      b.    Indemnification By OMEGA.  Subject to the limitations
set  forth in Section 9.3, OMEGA agrees to defend, indemnify  and
hold  Dr.  Crowder and Dr. Feldman 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. Crowder and Dr. Feldman 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 8.1 and 8.2:

           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.

     e.   Payment of Claims; Alternative Dispute Resolution.

           i.   Indemnification claims by OMEGA or the Subsidiary
shall  be  paid  or  otherwise satisfied by Dr.  Crowder  or  Dr.
Feldman,  within 30 days after notice thereof is given by   OMEGA
or  the Subsidiary, respectively. In the event Dr. Crowder or Dr.
Feldman  indicates  in a writing delivered to OMEGA  that  either
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).

           ii.   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.

           iii.  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 9.
                         MISCELLANEOUS

      a.    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  either  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. Crowder or Dr. Feldman if the conditions stated  in
Article VII have not been satisfied at or prior to the Closing.

      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. Crowder and the Orthodontic Entity, to:

          Sharon M. Crowder, D.D.S.
          368 North Kanan Road
          Agoura, California 91305

          If to Dr. Feldman, to:

          Scott E. Feldman, D.D.S.
          6325 Topanga Canyon Boulevard, Suite 424
          Woodland Hills, California  91367

          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  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  my
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.

       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 all 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 MSO and is not in any way
related to or dependent upon referrals by and between OMEGA,  the
Subsidiary and Dr. Crowder or Dr. Feldman.

      j.    Further Assurances.  Following the execution of  this
Agreement, Dr. Crowder, Dr. Feldman, Orthodontic Entity, the MSO,
the Subsidiary  and OMEGA 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 entity 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.



/s/  Sharon  M.  Crowder,  D.D.S                  /s/  Scott   E.
Feldman, D.D.S      .
Sharon  M.  Crowder, D.D.S.                    Scott E.  Feldman,
D.D.S.

SHARON M. CROWDER, INC.            OMEGA ORTHODONTICS, INC.



By:/s/  Sharon  M. Crowder, D.D.S.             By:/s/  Robert  J.
Schulhof
    Sharon  M.  Crowder,  D.D.S.                       Robert  J.
Schulhof
    Its  President                                 Its  President
and Chief Executive Officer
   Duly Authorized                          Duly Authorized

OMEGA ORTHODONTICS OF              OMEGA ORTHODONTICS OF
WOODLAND HILLS, INC.                    RESEDA, INC.



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

                            Exhibit A

                       Financial Statement
                                
                                
                            Exhibit B
                                
                             Notices
                                
                            Exhibit C
                                
                Orthodontic Entity's Charter and
                             By-Laws
                                
                            Exhibit D
                                
            Draft Management Services Agreements 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.


                           Schedule 1
                                
                Representations and Warranties of
Dr. Crowder, Dr. Feldman, the MSO and Orthodontic Entity to OMEGA

     Each of the Orthodontic Entity, the MSO, Dr. Crowder and Dr.
Feldman, individually,  hereby represent and warrant to OMEGA and
the Subsidiary as follows; provided however, that each such
party's representations and warranties contained herein relate
only to those matters which apply to such party; and further
provided that the representations and warranties of the MSO
contained herein are made by each of Dr. Crowder and Dr. Feldman
on behalf of the MSO:

     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 its business as
currently conducted and to own and lease the property it purports
to own.  The copies of any articles of organization or
incorporation and by-laws of the Orthodontic Entity which are
currently in effect, and all amendments thereto (collectively,
the "Charter and By-Laws"), certified by Dr. Feldman, attached
hereto as Exhibit C are complete and correct.

     2.  Authorization of Transaction.  All necessary action,
company or otherwise, has been taken by the Orthodontic Entity to
authorize the execution of the Agreement by Dr. Feldman, and the
delivery and performance of this Agreement and the transactions
contemplated hereby, and the Agreement is the valid and binding
obligation of the Orthodontic Entity, Dr. Crowder and Dr.
Feldman, enforceable against the Orthodontic Entity, Dr. Crowder
and Dr. Feldman in accordance with its terms.

     3.  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. Crowder, Dr. Feldman, or the Orthodontic
Entity 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. Crowder, Dr. Feldman, or
the Orthodontic Entity 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. Crowder,
Dr. Feldman, or the Orthodontic Entity, or their business or
assets.

     4.  No Conflict of Transaction With Obligations and Laws.

     (a)  Neither the execution, delivery and performance of this
Agreement, nor the performance of the transactions contemplated
hereby, will: (i) constitute a breach or violation of the
Orthodontic Entity'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. Crowder, Dr. Feldman, or the Orthodontic Entity 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. Crowder or Dr. Feldman is a
party or by which 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. Crowder
or Dr. Feldman, their business or assets.

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

     5.  Investigations and Licenses.

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

     (b)  Neither the Orthodontic Entity nor Dr. Crowder nor Dr.
Feldman is subject to any investigation, whether threatened,
current or pending, under which the Orthodontic Entity, Dr.
Crowder or Dr. Feldman may be required to forfeit or suffer the
revocation, suspension or limitation of Dr. Crowder's, Dr.
Feldman's or the Orthodontic Entity's license to practice
orthodontics and neither the Orthodontic Entity nor Dr. Crowder
nor Dr. Feldman is subject to any investigation, whether
threatened, current or pending by a commercial third-party payor.

     6.  Financial Statement.  Attached as Exhibit A  to the
Agreement is the Financial Statement of the Practice.   To the
best knowledge of Dr. Feldman, the Financial Statement is
complete and correct and fairly presents in all material respects
the financial position of the Practice 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.

     7.  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 MSO, Dr. Crowder or Dr. Feldman to
issue or sell the Interests and there are no pre-emptive rights
with respect to any Interests. Drs. Crowder and Feldman together
are the beneficial and record owners of all of the Interests.
Dr. Crowder and Dr. Feldman together have good title to the
Interests, free and clear of any liens, encumbrances or
restrictions of any kind.  The Interests are not subject to any
voting or similar agreement.


     8.  Property; Liens; Condition.

     (a)  Except as set forth on Exhibit X to this Schedule, the
Orthodontic Entity has good and marketable title in fee simple to
all of its owned real and personal property, including without
limitation, all machinery and equipment used or owned by the
Orthodontic Entity (the "Equipment") free of liens and
encumbrances (the "Property").  All the Property owned or leased
by the Orthodontic Entity is in good repair, has been well
maintained, 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.

     9.  Payment of Taxes.  The Orthodontic Entity has 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 Merger pursuant to the Agreement shall
be paid or provided for by Drs. Crowder and Feldman after the
Closing out of the Consideration to be received upon consummation
of the Merger.

     10.  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, (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 Entity which has not
been specifically disclosed herein 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, 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;

          (ii)  any mortgage, encumbrance or lien placed on any
of the Interests or the Property of the Orthodontic Entity or the
Interests of the MSO, or the property subject to any lease, or
which remains in existence on the date hereof or at the time of
Closing; or

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

     11.  Litigation.  Except for matters described on Exhibit X
to this Schedule, there is no action, suit, claim, proceeding or
investigation pending or, to the knowledge of the Orthodontic
Entity, Dr. Crowder or Dr. Feldman, threatened against or
involving the Orthodontic Entity, the MSO, Dr. Crowder or Dr.
Feldman, 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, 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, Dr. Crowder or Dr. Feldman is a
party which question this Agreement or affect the transactions
contemplated hereby, 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. Crowder, Dr. Feldman, or the Orthodontic Entity.

     12.  Insurance.  Sharon M. Crowder, D.D.S., Inc. (the "PC")
has possessed adequate occurrence professional liability coverage
for the five (5) years prior to the date of this Agreement
protecting the PC and Dr. Crowder from any professional
malpractice liability that might arise because of the PC's or Dr.
Crowder'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. Crowder and the PC.  The Orthodontic
Entity possesses adequate insurance coverage for its Property.

                           EXHIBIT X

               Exceptions to Representations and
       Warranties of Drs. Crowder, Feldman, the MSO and
                  Orthodontic Entity to OMEGA


                           Schedule 2
                                
                Representations and Warranties of
    OMEGA to Dr. Crowder, Dr. Feldman  and Orthodontic Entity

     OMEGA hereby represents and warrants to the Orthodontic
Entity, Dr. Feldman and Dr. Crowder as follows:

     1.  Organization of OMEGA. That it and 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 this
Agreement, and this 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 this
Agreement.