EXHIBIT 10.41
BOST1-636502-2
                  MANAGEMENT SERVICES AGREEMENT
                                
                                
                                
                                
                              AMONG
                                
                                
                                
                                
               SCOTT E. FELDMAN, D.D.S. M.S, Inc.
                           (the "PC")
                                
                               AND
                                
                                
               OMEGA ORTHODONTICS OF RESEDA, INC.
                           (the "MSO")
                                
                               AND
                                
                    OMEGA Orthodontics, Inc.
                            ("OMEGA")
                                
                       TABLE OF CONTENTS




ARTICLE  1                                                      4


ARTICLE  2                                                      5
     2.1 General                                                5
     2.2 Orthodontic Office Services                            5
     2.3 Administrative Services                                5
     2.4 Business Systems, Procedures and Forms                 6
     2.5   Purchasing,   Accounts  Payable,   Supplies   and
        Inventory Control                                      6
     2.6 Regulatory Compliance Services                         7
     2.7 Billing, Collection                                    7
     2.8 Disbursement of Funds                                  7
     2.9 MSO Expenses                                           8
     2.10 Credit Reports                                       10
     2.11 Accounting; Bookkeeping and Reports                  10
     2.12 Marketing                                            10
     2.13 Complaints                                           10
     2.14 Practice Laws                                        11
     2.15 Monthly Meetings                                     11
     2.16 Maintenance and Cleaning Services                    11
     2.17 Licenses and Permits                                 11
     2.18 Insurance                                            11
     2.19 Practice Transition and Associate Selection          11


ARTICLE  3                                                     12
     3.1 General                                               12
     3.2  Employment  of the Orthodontists and Rendering  of
        Patient Care                                          12
     3.3 Professional Services                                 12
     3.4 Records                                               13
     3.5 Professional Expenses                                 13
     3.6 Professional Liability Insurance                      13
     3.7 Employment Agreement                                  13
     3.8 Confidentiality                                       14


ARTICLE  4                                                     15


ARTICLE  5                                                     15


ARTICLE  6                                                     17


ARTICLE  7                                                     18


ARTICLE  8                                                     19
     8.1 PC's Covenants                                        19
     8.2 MSO's Covenants                                       20


ARTICLE 9                                                      20
     9.1 Insurance to be Maintained by the PC                  20
     9.2 Insurance to be Maintained by the MSO                 20
     9.3 Tail Insurance Coverage                               20
     9.4 Additional Insureds                                   21
     9.5 Indemnification                                       21


ARTICLE  10                                                    21
     10.1 Termination by the PC                                21
     10.2 Termination by MSO                                   22


ARTICLE  11                                                    22


ARTICLE  12                                                    23


ARTICLE  13                                                    23
     13.1 Access to Records                                    23
     13.2 Patient Records                                      23
     13.3 The PC's Control Over the Orthodontic Practice       24


ARTICLE 14                                                     24
     14.1 Alternative Dispute Resolution                       24
     14.2 Waiver of Jury                                       25


ARTICLE  15                                                    26
     15.1 Notices                                              26
     15.2 Confidentiality                                      26
     15.3   Contract  Modifications  for  Prospective  Legal
        Events                                                26
     15.4 Remedies Cumulative                                  27
     15.5 No Obligation to Third Parties                       27
     15.6 Entire Agreement                                     27
     15.7 Assignment                                           27
     15.8 Attorneys' Fees                                      27
     15.9  Governing Law                                       28
     15.10  Events Excusing Performance                        28
     15.11  Compliance with Applicable Laws                    28
     15.12  Language Construction                              28
     15.13  Amendments                                         28
     15.14  Severability                                       28
     15.15  No Waiver                                          28
     15.16  Captions                                           28
     15.17  Counterparts                                       29
     
                                
                                
                  MANAGEMENT SERVICES AGREEMENT

      THIS  AGREEMENT  is made effective as of this  7th  day  of
January,  1998, by and among SCOTT E. FELDMAN, D.D.S. ,  INC.,  a
professional corporation (the "PC") incorporated under  the  laws
of  the State of California (the "State"), and OMEGA ORTHODONTICS
OF   RESEDA, INC., a Delaware corporation (the "MSO"), and  OMEGA
ORTHODONTICS, INC., a Delaware corporation ("OMEGA").

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

      WHEREAS,  the PC owns and operates an orthodontic  practice
(the   "Practice")  with  offices  located  in   the   facilities
identified in Exhibit A (the "Orthodontic Offices") and furnishes
orthodontic care to the general public at the Orthodontic Offices
through  the  services  of Dr. Feldman  and  any  and  all  other
orthodontists who are or become affiliated with the PC as  of  or
following  the  date  hereof and who are or  become  subsequently
named  on Schedule 1 hereto (individually, an "Orthodontist"  and
collectively, the "Orthodontists");

     WHEREAS, the MSO was formed to provide equipment, facilities
and  personnel  to,  and  to manage the non-orthodontic  business
affairs of, the PC at the Orthodontic Offices;

      WHEREAS,  the  MSO's services are designed to  improve  the
efficiency and profitability of the PC at the Orthodontic Offices
while  enhancing the ability of Dr. Feldman and the Orthodontists
(if  any)  to render quality orthodontic care to the patients  of
the PC;

      WHEREAS,  the  PC wishes to retain the MSO to  perform  the
functions and to provide the services described in this Agreement
solely at the Orthodontic Offices and to assist the PC to achieve
the above goals.

      NOW,  THEREFORE,  IT IS AGREED that the MSO  shall  perform
managerial and administrative services for the PC solely  at  the
Orthodontic  Offices  and provide office  space  and  orthodontic
facilities   appropriate   for  rendering   general   orthodontic
treatment at the Orthodontic Offices upon the following terms and
conditions:

                                
                           ARTICLE  1
                              TERM

      1.1   The initial term of this Agreement shall commence  on
the  date first above written and continue for a period of twenty
(20)  years  (the "Initial Term"), subject, however,  to  earlier
termination in accordance with Article 10 hereof.  This Agreement
shall  continue for two separate and successive ten year  periods
(each  a  "Renewal Term" and collectively with the Initial  Term,
the  "Term")  unless  the MSO otherwise elects  upon  six  months
written notice to the PC prior to expiration of the Initial  Term
or any then effective Renewal Term.

                           ARTICLE  2
                        DUTIES OF THE MSO

       2.1    General.   The  MSO  shall  provide  the  PC   with
comprehensive   practice  management,  financial  and   marketing
services,  and such facilities, equipment, and support  personnel
as  are reasonably required by the PC to operate its Practice  at
the Orthodontic Offices, as determined by the MSO in consultation
with  the  PC.   The PC hereby appoints the MSO as the  sole  and
exclusive  business manager of the PC at the Orthodontic  Offices
and  agrees  that  the  MSO shall have all  power  and  authority
reasonably  necessary  to  manage  the  non-orthodontic  business
affairs  of the PC at the Orthodontic Offices and carry  out  the
MSO's  orthodontic duties under this Agreement,  subject  to  the
requirements  of the applicable provisions of State law  relating
to the practice of orthodontics.  The MSO may perform some or all
of  its  services  at  a location other than at  the  Orthodontic
Offices.   The  PC  acknowledges and  agrees  that  the  MSO  may
subcontract with other persons or entities, including  OMEGA  and
any  entities  related  to the MSO by ownership  or  control,  to
perform  any  part  or all of the services required  of  the  MSO
hereunder.

      2.2  Orthodontic Office Services.  The MSO shall provide or
arrange  for  the  provision  of the  office  space  and  related
leasehold improvements to constitute the Orthodontic Offices  and
related  fixtures, furniture, furnishings, equipment and  related
services   (collectively,  the  "Orthodontic  Office   Services")
described  in Schedule 2 hereto, as such Schedule may be  amended
by  the  PC  and  the MSO from time to time.  The  MSO  shall  be
responsible for all repairs, maintenance and replacement  of  the
Orthodontic   Offices  including  such  leasehold   improvements,
fixtures,  furniture,  furnishings  and  equipment,  except   for
repairs,   maintenance  and  replacement  necessitated   by   the
negligence of the PC, its employees and agents (not including the
MSO  or  its employees or agents).  The MSO shall, on an  ongoing
basis, evaluate and consult with the PC on the equipment needs of
and  the efficiency and adequacy of the Orthodontic Offices.  The
MSO  shall  provide telephone, facsimile transmission,  printing,
duplicating and transcribing services as needed, as well  as  all
laundry, linen and uniforms.

     2.3  Administrative Services.

           (a)   The  MSO  shall  supply secretarial,  reception,
maintenance, front office, skilled assistants and other personnel
at  the  Orthodontic  Offices,  except  duly  licensed  "Practice
Providers," during normal office hours as reasonably requested by
the  PC, to enable the PC to perform effectively orthodontic  and
treatment  services.   The  MSO shall be  responsible  for  staff
scheduling,  provided,  however,  that  all  Practice   Providers
including  orthodontic assistants and hygienists shall  be  under
the  direct  supervision  of the PC.   The  PC  shall  have  sole
authority to employ and terminate the employment of all  Practice
Providers.   All personnel placed in the Orthodontic  Offices  by
the  MSO  shall  be  subject to the approval  of  the  PC,  which
approval  shall not be unreasonably withheld, and  the  PC  shall
have  the  authority  to  instruct  the  MSO  to  terminate   the
employment  of  such personnel for any lawful  reason.   The  MSO
shall  be  responsible  for  all personnel  wages,   withholding,
fringe  benefits, bonuses and workers' compensation insurance  in
connection with its employees; provided, however, that the PC  is
in  full  compliance  with the compensation  provisions  of  this
Agreement.

           (b)   "Practice Providers" shall mean the  individuals
who  are  duly licensed to practice dentistry and/or orthodontics
in the State including Dr. Feldman and the Orthodontists (if any)
and  other  individuals who are employees of the PC or  otherwise
under  contract  with  the PC to provide dental  or  orthodontic,
hygienic or other assistance or services to patients of the PC at
the  Orthodontic  Offices  or otherwise  required  by  applicable
"Laws"  (as defined in Section 2.6 below) to be employees of  the
PC  to  provide services to patients of the Practice.  A list  of
all  Practice Providers and their relationship to the PC  is  set
forth  as  Exhibit B attached hereto and incorporated  herein  by
reference.   Prior to making any changes in the list of  Practice
Providers, the PC shall use its best efforts to consult with  the
MSO.  The PC also shall use its best efforts to consult with  the
MSO  with  regard to the terms of contracts entered into  between
the PC and the Practice Providers and the terms and conditions of
their employment or engagement as independent contractors.

       2.4    Business   Systems,  Procedures  and   Forms.    In
consultation  with  the PC, the MSO shall establish  standardized
business  systems  and  procedures  for  the  PC's  business  and
operations at the Orthodontic Offices, including, but not limited
to,   patient  scheduling  systems,  treatment  records   system,
financial  reporting  and  process control  systems  and  patient
communication  management systems (the "OMEGA Patient  Scheduling
System")   that  are  designed  to  improve  the   PC   operating
efficiency.  The MSO shall analyze such information on an ongoing
basis  in  order to advise the PC on ways of improving  operating
efficiencies  at the Orthodontic Offices.  The MSO shall  provide
training  to  the  staff  of  the PC in  the  implementation  and
operation of such standardized business systems and procedures at
the  Orthodontic Offices.  The MSO shall additionally provide the
PC  with  and  train  the PC's staff in the use  of  standardized
clinical forms, including, without limitation, forms for  patient
evaluations  and treatment plans.  The PC expressly  acknowledges
and  agrees  that it shall have no property rights in  the  OMEGA
Patient  Scheduling  System  and  the  other  foregoing  systems,
procedures  and  clinical  forms, and further  agrees  that  such
systems,  procedures,  and forms shall be  deemed  to  constitute
Confidential Information within the meaning of Section 3.8 hereof
and be subject to the restrictions on the use, appropriation, and
reproduction  of  such Confidential Information provided  for  in
Section 3.8.

      2.5   Purchasing, Accounts Payable, Supplies and  Inventory
Control.   The  MSO shall be responsible for and shall  establish
and  maintain  systems  for the handling and  processing  of  all
purchasing and payment activities and for the performance of  all
payroll  and  payroll  accounting functions  of  the  PC  at  the
Orthodontic  Offices.   The  MSO shall  order  and  purchase  and
maintain  all  inventory and orthodontic supplies  as  reasonably
required by the PC to enable the PC to render orthodontic care to
its  patients  at  the  Orthodontic  Offices  including,  without
limitation,  all  orthodontic  appliances  and  other   supplies,
laboratory supplies and sanitation supplies.

      2.6  Regulatory Compliance Services.  The MSO shall arrange
for  or  cause to be rendered to the PC such business, legal  and
regulatory  management  consultation  and  advice   as   may   be
reasonably  required or requested by the PC and directly  related
to  the  operations of the PC at the Orthodontic Offices  or  its
compliance  with Federal, state or local laws, rules, regulations
or   interpretations   governing  or   applicable   to   the   PC
(collectively, "Laws"); provided, however, that the MSO shall not
be  responsible for any services related to malpractice or  other
professional  service claims or matters not directly  related  to
the  operation of the PC or its compliance with Laws, or for  any
legal or tax advice or services or personal financial services to
Dr.  Feldman  and the Orthodontists (if any) or any  employee  or
agent of the PC.

     2.7  Billing, Collection.  The MSO shall be responsible for:
(i) billing and collecting payments for all orthodontic and other
professional  services  rendered  by  the  PC  and  the  Practice
Providers  relating  to  services  rendered  at  the  Orthodontic
Offices, with all such billing and collecting to be done  in  the
name  of the PC; (ii) receiving payments from patients, insurance
companies  and all other third party payors relating to  services
rendered  at the Orthodontic Offices; (iii) taking possession  of
and  endorsing  in  the name of the PC any notes,  checks,  money
orders,  insurance  payments and other  instruments  received  in
payment  for  services  or of accounts receivable  in  each  case
relating  to  services rendered at the Orthodontic  Offices;  and
(iv)  settling and compromising claims relating to  the  services
rendered at the Orthodontic Offices and, where deemed appropriate
by  the  MSO  and  consented  to  (which  consent  shall  not  be
unreasonably  withheld  or  delayed)  by  the  Practice  Provider
rendering  the  professional  services  which  resulted  in   the
applicable   accounts   receivable,   assigning   such   accounts
receivable  to  a collection agency or the bringing  of  a  legal
action  against  a  patient or a payor on the  PC's  behalf.   In
seeking payments on behalf of the PC hereunder, the MSO shall act
as  the  PC's agent in billing and collecting professional  fees,
charges  and  other accounts owed to the PC and shall  only  bill
under  the PC's provider number. In this regard, the PC  appoints
the  MSO  for the Term of this Agreement in accordance  with  the
provisions of Article 11 hereof as its true and lawful  attorney-
in-fact for the purposes set forth above in this Section 2.7  and
in  Section 2.8 below.  The MSO does not guarantee collection and
is  not  responsible for any loss to the PC as a  result  of  any
inability to collect fees and charges.

     2.8  Disbursement of Funds.

           (a)   All  monies  collected for the  PC  by  the  MSO
pursuant to Section 2.7 above shall be deposited into an  account
(the  "PC  Account") with a bank whose deposits are insured  with
the  Federal  Deposit Insurance Corporation  and  which  bank  is
acceptable  to the MSO and the PC (the "Bank").  The  PC  Account
shall  contain  the name of the PC, but the MSO  shall  make  all
disbursements therefrom. The MSO shall account for all monies  so
disbursed from the PC Account.
           (b)  From the funds collected and deposited by the MSO
in the PC Account, the MSO shall make for and on behalf of the PC
the following disbursements promptly, when payable:

                (1)   Compensation, including salaries,  benefits
and   other  direct  costs  payable  to  Dr.  Feldman   and   the
Orthodontists (if any) and the other Practice Providers of the PC
for  the  services rendered, at the Orthodontic Offices, and  all
withholding taxes and assessments payable to Federal,  state  and
local  governments  in  connection with the  employment  of  such
personnel; and

                (2)  All compensation payable to the MSO pursuant
to Article 6 hereof.

           (c)  In the event the funds in the PC Account will, at
any  time  be  insufficient to cover the current portion  of  the
foregoing  expenses when payable, the MSO may advance to  the  PC
the  necessary funds to pay the current portion of such  expenses
for  the benefit of the PC, which advances will be deemed  to  be
loans to the PC to be repaid without interest from the PC Account
at  such  times as there are adequate funds therein or upon  such
other terms and at such times as agreed to by the PC and the MSO,
which  indebtedness  shall  not be  deemed  an  MSO  Expense  for
purposes of Section 2.9.

      2.9   MSO Expenses.  The MSO shall be responsible  for  the
payment of all MSO Expenses, as defined below, during the term of
this  Agreement without reimbursement by the PC, unless otherwise
agreed to by the parties hereto.

           (a)   "MSO Expenses" shall mean all operating and non-
operating  expenses incurred in the operation of the  PC  at  the
Orthodontic Offices, including, without limitation:

                (1)  Salaries, benefits and other direct costs of
all  employees of the MSO providing services to the PC  hereunder
(but excluding Dr. Feldman and all the Orthodontists (if any) and
other Practice Providers);

                (2)  Direct costs of all employees or consultants
of  the MSO who provide services at the Orthodontic Offices or in
connection  with the PC required for improved clinic performance,
such as work management, materials management, purchasing, charge
and coding analysis, and business office consultation;

                (3)   Direct costs associated with operating  the
Orthodontic  Offices,  including without  limitation,  utilities,
cleaning and maintenance;

                (4)   Obligations  of  the MSO  under  leases  or
subleases  entered into in connection with the operation  of  the
Orthodontic Offices as well as utility expenses relating  to  the
Orthodontic Offices;

                 (5)   Personal  property  and  intangible  taxes
assessed  against  the MSO's assets used in connection  with  the
operation of the Orthodontic Offices, commencing on the  date  of
this Agreement;

                (6)   In  the  event  an opportunity  arises  for
additional  Orthodontists to become employed by the PC  or  other
orthodontic  entities to merge with the PC, actual  out-of-pocket
expenses  of the MSO personnel working on a specified  employment
arrangement or merger, whether or not such employment arrangement
or merger is consummated;

                (7)   Other  expenses  incurred  by  the  MSO  in
carrying  out its obligations under this Agreement, but excluding
any  corporate  overhead  costs of the  MSO  or  any  corporation
affiliated with the MSO not specifically listed above.

          "MSO Expenses" shall not include:

                (1)  Any Federal, state or local income taxes  of
the  PC, Dr. Feldman and the Orthodontists (if any) and the other
Practice  Providers, or the costs of preparing Federal, state  or
local tax returns thereof;

                (2)  Salaries, benefits and other direct costs of
employing  Dr.  Feldman and the Orthodontists (if  any)  and  the
other Practice Providers;

               (3)  Physician licensure fees, board certification
fees  and  costs  of membership in professional associations  and
societies  for  Practice Providers beyond any reimbursement  made
under the "Approved Budget", as defined below;

                (4)   Professional  liability insurance  for  the
Practice  Providers  as provided for under  Section  3.6  hereof,
beyond any reimbursement made under the Approved Budget;

                (5)   Costs of continuing professional  education
for  Practice  Providers, including travel and related  expenses,
beyond any reimbursement made under the Approved Budget;

                (6)  Costs associated with legal, accounting  and
professional  services incurred by or on behalf of the  PC  other
than as otherwise expressly provided for in Section 2.6 hereof;

                (7)  Liability judgments assessed against the  PC
or  the  Practice Providers in excess of policy limits or  within
the deductible limits of any policy;

                (8)   Direct  personal expenses of  the  Practice
Providers  of a kind which the PC may have historically  provided
or  charged to its Practice Providers (including, but not limited
to,  car  allowances  and other expenses which  are  personal  in
nature);

               (9)  Charitable contributions by the PC beyond any
reimbursements made under the Approved Budget; and

                (10)  Any  other  expenses  which  are  expressly
designated herein as expenses or responsibilities of the PC.

      As  used in this Section 2.9, "Approved Budget" means,  for
each  fiscal year, the aggregate maximum amount that the MSO will
reimburse   the   PC   for   physician  licensure   fees,   board
certification   fees,   costs  of  membership   in   professional
associations  and societies for Practice Providers,  professional
liability   insurance  for  the  Practice  Providers,  continuing
professional  education costs for Practice  Providers,  including
travel and related expenses,  and charitable contributions.   The
PC  and  the  MSO agree that the aggregate maximum annual  amount
shall be $5,000.

      2.10  Credit  Reports.  When requested by the  PC,  or  its
authorized representative, the MSO shall obtain on behalf of  the
PC  information with regard to the ability of patients to pay for
the services to be rendered by the PC at the Orthodontic Offices.
The  MSO shall collect all information and determine, to the best
of  its  ability,  whether or not patients can pay  for  services
rendered by the PC at the Orthodontic Offices either in  cash  or
by  insurance.   Such  determination  shall  be  subject  to  the
reasonable approval by the PC, and as between the PC and the MSO,
the  PC  shall bear the risk of claims by potential patients  who
may be denied credit.

      2.11  Accounting; Bookkeeping and Reports.  The  MSO  shall
provide  for  or  arrange  for  all  accounting  and  bookkeeping
services  related  to  the PC's operations and  business  at  the
Orthodontic Offices, provided that such services are incurred  in
the  ordinary  course of business.  In addition,  the  MSO  shall
provide  the  PC  with  an unaudited internal  monthly  statement
within  twenty  (20)  days after the end  of  each  month  and  a
quarterly  review within thirty (30) days after the end  of  each
quarter, respectively, of the MSO's internal statements, as  well
as  the books and records of the PC, all prepared by or with  the
assistance  of an accountant chosen by the MSO.  At  the  end  of
each fiscal year of the PC, the MSO shall arrange for a financial
statement  with  respect to the PC to be prepared  by  the  MSO's
accountant.   At the PC's request, the MSO shall prepare  reports
indicating  the  gross  revenues, number  of  patients,  type  of
patients,  and the activity and the productivity of the  PC.  The
MSO shall assist and advise the PC in the financial management of
the PC.

      2.12  Marketing.   The  MSO  shall  design  and  execute  a
marketing plan to promote the PC's professional services  at  the
Orthodontic Offices.  The MSO shall also make available to the PC
all  brochures, contracts, and other materials reasonably related
to  the  carrying out of the business purposes of the PC  at  the
Orthodontic  Offices,  including  all  stationery,  printing  and
postage  costs in connection therewith.  In connection with  such
marketing  plan,  the  MSO  shall  advise  Dr.  Feldman  and  the
Orthodontists (if any) on establishing and maintaining a plan for
patients'  payments for orthodontic services  on  an  installment
plan   basis.   All  marketing  activities  hereunder  shall   be
conducted  in  compliance  with  all  applicable  Laws  governing
advertising by the orthodontic profession.

      2.13  Complaints.  The MSO shall assist the PC in  handling
all  complaints, grievances and disputes involving the PC and the
Practice  Providers and any patients or third parties.   However,
the  MSO  shall  have  no control over the  PC's  patients.   All
decisions  concerning the PC's patients shall be made by  the  PC
and the Practice Providers.

      2.14 Practice Laws.  Notwithstanding any provision in  this
Agreement,  the MSO shall not take any action in connection  with
the  services  to  be rendered hereunder that violates  any  Law,
including, without limitation, the performance of any task or the
taking of any action which violates the  Business and Professions
Code  of  the  State  as  it relates to professional  orthodontic
practices.

      2.15  Monthly Meetings.  The MSO shall initiate monthly  or
more  frequent  meetings with the PC regarding the  policies  and
procedures for the operation of the PC.

      2.16  Maintenance  and Cleaning Services.   The  MSO  shall
arrange for security, maintenance and cleaning of the Orthodontic
Offices, including the furniture, fixtures and equipment therein.

      2.17  Licenses and Permits.  The MSO shall provide and  pay
for  all business and other licenses and permits as necessary  to
operate   the   PC   except  those  related  to   licensure   and
certifications of the Practice Providers. The MSO  shall  prepare
and  file  all  reports, forms and returns  required  by  Law  in
connection  with  workers' compensation, unemployment  insurance,
social security and other similar Laws with respect to the  MSO's
employees.

     2.18 Insurance.  The MSO shall provide and pay for customary
office   property   damage  and  liability  insurance   for   the
Orthodontic  Offices, including business interruption  insurance,
not  including professional liability insurance (which  shall  be
and remain the responsibility of the PC).

      2.19  Practice  Transition and  Associate  Selection.   Dr.
Feldman  and  the  Orthodontists (if  any)  shall  keep  the  MSO
informed of retirement goals on an ongoing basis. Upon request of
the  PC,  the  MSO  will  conduct a  search  for  an  appropriate
orthodontist  and  other  professionals (collectively,  "Practice
Associates")  for the purposes of accommodating practice  growth,
reducing  doctor  work  schedule, or  planned  retirement.   Such
search  shall  include  use  by the MSO  of  a  national  journal
advertising  program and networking in the profession  to  locate
appropriate Practice Associates.  The MSO estimates that it could
take  approximately two years for such a search.   The  MSO  will
provide  screening  of  all  applicants  and  will  then  present
appropriate  applicants for final selection by the  PC.   The  PC
shall be responsible for interviewing and selecting each Practice
Associate.  After the Practice Associate(s) is (are) selected  by
the  PC,  the  MSO  will  assist the PC  with  a  trial  plan  of
approximately  six months for the new Practice Associate(s).   It
is understood that at the end of this period either the PC or the
new  Practice Associate may terminate the relationship. All  such
Practice  Associates recruited by the MSO as may be  accepted  by
the  PC  shall be employees of the Practice (if so employed)  and
not  of  the  MSO.   The  MSO  will confer  with  the  PC  on  an
appropriate  salary/work-in  arrangement  for  the  new  Practice
Associate and the final arrangements shall be determined  by  the
PC.


                                
                           ARTICLE  3
                        DUTIES OF THE PC


       3.1   General.   The  PC  shall  be  responsible  for  the
management  of  its  practice  and  the  Orthodontic  Office,  in
accordance with the requirements of the Laws of the State.

      3.2   Employment  of  the Orthodontists  and  Rendering  of
Patient Care.  The PC shall be responsible for the employment and
professional supervision of Dr. Feldman and all Orthodontists and
the other Practice Providers and all orthodontic care rendered to
patients shall be rendered by Dr. Feldman and such Orthodontists.
Additionally,  the PC shall be responsible for  the  professional
supervision of all other Practice Providers in their rendering of
patient care.

     3.3  Professional Services.  The PC shall use and occupy the
Orthodontic  Offices designated on Schedule 2 hereof  exclusively
for the practice and rendering of orthodontic services, and shall
comply  with all applicable Laws and all standards of orthodontic
care.   It  is  expressly acknowledged by the  parties  that  the
orthodontic  practice conducted at the Orthodontic Offices  shall
be  conducted solely by Dr. Feldman and the Orthodontists and the
other Practice Providers acting under the supervision and control
of  Dr.  Feldman  and the Orthodontists (if any),  and  no  other
orthodontist shall be permitted to use or occupy the  Orthodontic
Offices.   The PC shall provide professional services to patients
hereunder  in compliance at all times with ethical standards  and
Laws applying to the orthodontic profession.  The PC shall ensure
that  Dr.  Feldman and each Orthodontist who provides orthodontic
services to patients is licensed by the State.  In the event that
any  disciplinary,  medical  malpractice  or  other  actions  are
initiated  against  Dr.  Feldman or  any  Orthodontist  or  other
Practice  Provider, the PC shall immediately inform  the  MSO  of
such action and the underlying facts and circumstances subject to
such confidentiality agreement or arrangements as the PC and  the
MSO  shall  mutually determine at or prior to the  time  of  such
disclosure.   The PC agrees to cooperate with and participate  in
quality assurance/utilization review programs established by  the
MSO   or   mandated  by  accreditation  and  licensure  standards
applicable   to  the  practice  of  orthodontics.    Deficiencies
discovered in the performance of any personnel or in the  quality
of  professional  services shall be reported immediately  to  the
MSO,  and appropriate steps shall be taken by the PC at  once  to
remedy such deficiencies.

      3.4   Records.   The  PC will keep  or  cause  to  be  kept
accurate,  complete and timely dental and other  records  of  all
patients.   The  management of all dental and patient  files  and
records  shall  comply with all applicable Laws  regarding  their
confidentiality and retention and all files and records shall  be
located  so  that they are readily accessible for  patient  care,
consistent  with  ordinary  records  management  practices.  Such
records shall be sufficient to enable the MSO, on behalf  of  the
PC,  to  obtain payments for services at the Orthodontic  Offices
and  related  charges and to facilitate the delivery  of  quality
patient   care   by   the   PC   at  the   Orthodontic   Offices.
Notwithstanding  the foregoing, patient dental records  shall  be
and  remain the property of the PC and the contents thereof shall
be solely the responsibility of the PC.

       3.5   Professional  Expenses.   The  PC  shall  be  solely
responsible for the cost of professional licensure fees and board
certification  fees, membership in professional associations  and
continuing  professional education incurred by each  Orthodontist
and  other  Practice Provider employed by the PC.  The MSO  shall
reimburse  the  PC for such expenses incurred in connection  with
the  Orthodontic Offices in accordance with the Approved  Budget.
The  PC  shall  ensure that Dr. Feldman and all the Orthodontists
employed by the PC participate in such continuing education as is
necessary for Dr. Feldman and such other Orthodontists to  remain
current.

       3.6   Professional  Liability  Insurance.   The  PC  shall
provide, or arrange for the provision of, and maintain throughout
the  Term  of  this  Agreement, professional liability  insurance
coverage  in accordance with the provisions of Article 9  hereof.
The  PC  shall also cooperate in any programs recommended by  the
MSO  to  assure that each of its Orthodontists is insurable,  and
that  Dr.  Feldman and each Orthodontist participates in  an  on-
going risk management program.

      3.7  Employment Agreement.  The parties recognize that  the
services  to be provided by the MSO are feasible only if  the  PC
operates an active orthodontic practice to which it, Dr.  Feldman
and  each  Orthodontist associated with the PC devote their  full
time and attention, unless other specific provisions are made  in
writing and mutually agreed upon by the MSO and PC.  The PC  will
cause Dr. Feldman and each individual Orthodontist who now is  or
hereafter becomes affiliated with the PC to enter into a  written
employment agreement (the "Employment Agreement") satisfactory in
form  and substance to the MSO, pursuant to which Dr. Feldman  or
the Orthodontist shall agree not to establish, operate or provide
orthodontic or dental services, without the prior written consent
of  both the PC and the MSO, at any office or facility other than
the  Orthodontic  Offices and the orthodontic office  located  at
19231  Victory  Boulevard,  Suite 557,  Reseda,  California.   In
addition,  such  Employment Agreement shall provide  by  its  own
terms  or  by  a  separate agreement that  Dr.  Feldman  or  such
Orthodontist  will not, directly or indirectly,  either  for  Dr.
Feldman or such Orthodontist's own benefit or for the benefit  of
any  other  person, firm, company, corporation or  other  entity,
call  on,  solicit, divert or take away, or attempt to  call  on,
solicit,  divert or take away, any of the PC's patients, business
or  employees, including but not limited to, those  to  whom  Dr.
Feldman  or  such  Orthodontist catered or provided  services  or
those   with  whom  Dr.  Feldman  or  such  Orthodontist   became
acquainted  while  engaged  as  an  employee  of  the  PC.   Such
Employment Agreement (or separate agreement) shall also  provide,
among  other  things,  that  in the event  of  a  breach  of  Dr.
Feldman's or the Orthodontist's agreement not to compete with the
PC  provided  for  in  such  Employment  Agreement  (or  separate
agreement), the MSO shall be entitled to receive, in addition  to
other  remedies  and  not  by way of  an  election  of  remedies,
liquidated damages equaling the greater of: (a) Dr. Feldman's  or
such Orthodontist's income, as shown on the W-2 form prepared  by
the PC, for the most recent calendar year; or (b) $300,000.  Such
payment  shall be made to the MSO by the PC immediately following
receipt  of  the  payment  from  Dr.  Feldman  or  the  breaching
Orthodontist  by  the PC.  Each of the MSO  and  OMEGA  shall  be
expressly  named as a third-party beneficiary to such  agreements
between  the  PC  and Dr. Feldman and each Orthodontist  and  the
rights  and remedies of the MSO and OMEGA thereunder or otherwise
in  respect  of  the  restrictive covenants  set  forth  in  such
agreements shall survive termination of this Agreement.

      3.8   Confidentiality.  The PC agrees and acknowledges that
all   materials  provided  by  the  MSO  to  the  PC   constitute
"Confidential  Information" and are disclosed in  confidence  and
with  the  understanding  that it constitutes  valuable  business
information developed by the MSO with the assistance of OMEGA  at
great  expenditures of time, effort and money.   The  PC  further
agrees  that  it shall not, directly or indirectly,  without  the
express  prior  written consent of the MSO, use or disclose  such
Confidential Information for any purpose other than in connection
with  the  services  to be rendered hereunder.   The  PC  further
agrees:  (i) to keep strictly confidential and hold in trust  all
Confidential  Information  and  not  disclose  such  Confidential
Information  to  any  third  party, including  its  shareholders,
directors,   officers,   affiliates,  partners,   employees   and
independent contractors without the express prior written consent
of the MSO; and (ii) to impose this obligation of confidentiality
on  its  shareholders, directors, officers, affiliates, partners,
employees and independent contractors.  The PC acknowledges  that
the  disclosure of Confidential Information to it by the  MSO  is
done  in reliance upon its representations and covenants in  this
Agreement.   Upon expiration or termination of this Agreement  by
either  party for any reason whatsoever, the PC shall immediately
return  and  shall  cause its shareholders, directors,  officers,
affiliates, partners, shareholders and independent contractors to
immediately  return to the MSO all Confidential Information,  and
the  PC  will  not,  and  will  cause its  affiliates,  partners,
employees  and  independent contractors not to,  thereafter  use,
appropriate, or reproduce such Confidential Information.  The  PC
further  expressly  acknowledges and agrees that  any  such  use,
appropriation   or   reproduction  of   any   such   Confidential
Information  by  any  of the foregoing after  the  expiration  or
termination  of this Agreement will result in irreparable  injury
to  the  MSO and OMEGA, that the remedy at law for the  foregoing
would  be  inadequate, and that in the event  of  any  such  use,
appropriation,   or   reproduction  of  any   such   Confidential
Information   after  the  termination  or  expiration   of   this
Agreement,  the MSO and OMEGA, in addition to any other  remedies
or damages available to either or both of them, shall be entitled
to  injunctive or other equitable relief without the necessity of
proving  actual  damages  but such rights  to  relief  shall  not
preclude  the  MSO  and OMEGA from other remedies  which  may  be
available to either or both of them hereunder.


                           ARTICLE  4
         PROFESSIONAL SERVICES, CONTROL OF SOLICITATION,
      APPROVAL OF ADVERTISING MATERIAL AND NO RECIPROCATION


      4.1  A fundamental understanding between the parties hereto
is  that  the rendering of orthodontic services shall be separate
and  independent from the provision of administrative, management
and  support services by the MSO.  Thus, the PC shall  have  sole
and absolute control of the delivery of all professional services
and treatment rendered to patients at the Orthodontic Offices.

     4.2  No employee or other representative of the MSO shall be
engaged in, or allowed to solicit patients on behalf of, the  PC,
nor shall the MSO have any control over the PC's patients.

      4.3   No  advertising  or promotional materials,  or  other
materials of any nature, including billing and collection  forms,
reports,  agreements, correspondence, or similar materials,  used
in  connection  with the PC shall be used or distributed  without
having first been approved by the PC.

      4.4   The  parties hereby acknowledge and  agree  that  the
benefits  conferred upon each of them hereunder  neither  require
nor are in any way contingent upon the admission, recommendation,
referral, or any other arrangement for the provision of any  item
or  service offered by the MSO to any patients of the PC  or  its
shareholders,  officers,  directors,  employees,  contractors  or
agents,  nor  are  such benefits in any way contingent  upon  the
recommendation,  referral  or  any  other  arrangement  for   the
provision of any item or service offered by the PC or any of  its
Practice Providers, employees, contractors or agents.

                           ARTICLE  5
             LEASE OF OFFICE FACILITIES AND EQUIPMENT

      5.1   In  consideration of the sums to be paid to  the  MSO
under the terms of this Agreement, the MSO hereby leases or  sub-
leases,  as  applicable,  to  the PC  during  the  Term  of  this
Agreement the Orthodontic Offices, and the leasehold improvements
and  fixtures, furniture and equipment at the Orthodontic Offices
as  listed  from time to time on Schedule 2 attached  hereto  and
incorporated herein by this reference, under the following  terms
and conditions:

           (a)   The MSO is the lessee by assignment under  lease
for  the  premises occupied by the PC at the Orthodontic  Offices
(collectively,  the "Master Lease") a copy of which  is  attached
hereto  as  Exhibit A and incorporated herein by this  reference.
The  PC hereby acknowledges that the premises described under the
Master  Lease are suitable for the PC's orthodontic  practice  at
the  Orthodontic  Offices.  Based and contingent  upon  the  PC's
promise  to timely pay all amounts due under this Agreement,  the
MSO  hereby agrees to sublease the leased premises to the PC upon
the following terms and conditions:

                (i)  This sublease between the MSO and the PC  of
the  premises shall be subject to all of the terms and conditions
of  the  Master  Lease.  In the event of the termination  of  the
MSO's  interest as lessee under the Master Lease for any  reason,
then  the sublease created hereby shall simultaneously terminate,
unless  the PC assumes the obligations under the Master Lease  in
question and the Lessor consents thereto.

                (ii) All of the terms and conditions contained in
the  Master Lease are incorporated herein as terms and conditions
of  the  sublease  (with each reference therein to  "Lessor"  and
"Lessee,"  to  be  deemed  to  refer  to  the  MSO  and  the  PC,
respectively)  and,  along with the provisions  of  this  Section
5.1(a)  and  Exhibit  "A,"  shall  be  the  complete  terms   and
conditions of the sublease created hereby.

                 (iii)      Notwithstanding  the  foregoing,   as
between the MSO and the PC, the MSO shall  remain responsible for
meeting  the obligations of "Lessee" under the sections  entitled
Rent,   Additional  Rent  Adjustment,  Insurance   on   Fixtures,
Liability Insurance, Repairs, and Taxes of the Master Lease,  all
of  which  obligations shall be considered MSO Expenses hereunder
and the PC shall have no monetary obligation in that regard.   In
addition, as between the MSO and the PC, the MSO shall retain the
right  to exercise any options to purchase the premises, or other
similar  rights of ownership or possession, which may be  granted
under  the Master Lease, and the PC shall have no rights in  that
regard.

                (iv)  In  the event this Agreement is  terminated
according  to  its  terms,  this sublease  shall  also  terminate
automatically.

                (v)   If  the Master Lease contains an option  to
renew the terms thereof, the MSO shall notify the PC, at least 30
days  prior  to  the expiration of the time for  exercising  such
option,  of  the MSO's intention to renew or not  to  renew  such
term.   If  the  MSO determines not to renew such term,  the  MSO
shall  provide or arrange for the provision of comparable  office
space (the "Substitute Orthodontic Office") within a radius of 15
miles  of  the Orthodontic Offices, which Substitute  Orthodontic
Office shall be subject to the approval of the PC (which approval
shall  not  be unreasonably withheld or delayed).  The  lease  or
sublease  for such Substitute Orthodontic Office, as  applicable,
shall  be substituted for the lease described on Exhibit A hereto
and  all  references  to the "Master Lease" shall  thereafter  be
applicable   to   the  lease  or  sublease  for  the   Substitute
Orthodontic Office for purposes of this Agreement, ab initio.

               (vi) The Alternative Dispute Resolution provisions
set  forth in Article 14 of this Agreement shall not apply to any
issues  concerning the Sub-Lease, the PC's tenancy or  the  MSO's
rights and remedies as Sub-Lessor.

     5.2  The MSO shall provide the PC at the Orthodontic Offices
such  additional  leasehold  improvements,  fixtures,  furniture,
furnishings and equipment as may be mutually agreed to  with  the
PC and reflected from time to time on a supplement to Schedule  2
hereto.  The  use  by  the  PC  of  all  leasehold  improvements,
fixtures, furniture, furnishings and equipment provided hereunder
shall be subject to the following conditions:

            (a)    Title  to  all  such  leasehold  improvements,
fixtures,  furnishings, furniture and equipment shall  remain  in
the  MSO  and  upon termination of this Agreement, the  PC  shall
immediately return and surrender all such leasehold improvements,
fixtures, furniture, furnishings and equipment to the MSO  in  as
good condition as when received, normal wear and tear excepted.

           (b)   The  MSO shall be fully and entirely responsible
for   all   repairs  and  maintenance  of  all   such   leasehold
improvements,  fixtures,  furniture, furnishings  and  equipment;
provided, however, that the PC agrees that it will use  its  best
efforts to prevent damage, excessive wear, and breakdown  of  all
such leasehold improvements, fixtures, furniture, furnishings and
equipment, and shall advise the MSO of any and all needed repairs
and equipment failures.

          (c)  The obligation of the MSO to provide the leasehold
improvements,  fixtures,  furniture,  furnishings  and  equipment
stated herein shall be concurrent and co-extensive with the  Term
of this Agreement.

     5.3. No Warranty.

          (a)  THE PC ACKNOWLEDGES THAT THE MSO MAKES NO
WARRANTIES OR REPRESENTATIONS, EXPRESS OR IMPLIED, AS TO THE
SUITABILITY OR ADEQUACY OF ANY LEASEHOLD IMPROVEMENTS, FIXTURES,
FURNITURE, FURNISHINGS, EQUIPMENT, INVENTORY OR SUPPLIES PROVIDED
OR LEASED OR SUBLEASED PURSUANT TO THIS AGREEMENT FOR THE CONDUCT
OF AN ORTHODONTICS PRACTICE OR FOR ANY OTHER PARTICULAR PURPOSE.

          (b)  Nothing in this Agreement shall be construed to
affect or limit in any way the professional discretion of the
Practice Providers to select and use fixtures, furniture,
furnishings and equipment, inventory and supplies purchased or
provided by the MSO in accordance with the provisions of this
Agreement insofar as such selection or use constitutes or might
constitute the practice of dentistry or orthodontics.


                           ARTICLE  6
                          COMPENSATION


      As  consideration for the performance of all of its  duties
and  obligations as provided in this Agreement, including but not
limited to, the costs and expenses associated with furnishing the
services,    personnel,   facilities,   leasehold   improvements,
fixtures,  furniture,  furnishings,  equipment,  inventories  and
supplies  provided for herein, the MSO shall receive compensation
in  the  form of monthly management fees (the "Management  Fees")
based upon a predetermined percentage of the "Practice Revenues",
as  defined and determined in accordance with the provisions  set
forth  in  Schedule 3 attached hereto and incorporated herein  by
this reference, as such Schedule may be amended by the PC and the
MSO  from  time to time.  It is acknowledged by and  between  the
parties  hereto  that  the MSO and/or its affiliates  has  (have)
incurred substantial expenses and future obligations in acquiring
the capital stock of the MSO, acquiring or otherwise establishing
the Orthodontic Offices, establishing its systems, including fees
for  consultants and other professionals, interest expense, lease
obligations, and costs of furnishing or refurbishing the premises
at  which the Orthodontic Offices are located.  The MSO has  also
assumed  substantial obligations associated with  the  continuing
operation of the Orthodontic Offices, including those of  lessee,
obligor  and  guarantor  and obligor on loans  to  establish  and
operate the Orthodontic Offices.  The parties, therefore,  having
considered various compensation formulae, acknowledge  and  agree
that in order for the MSO to receive a fair and reasonable return
for its expenses and obligations, and a fair return for the lease
of  the  premises  and equipment and for providing  the  services
contemplated  hereunder,  that the  agreed  compensation  is  not
excessive.  The PC acknowledges that the compensation arrangement
is  reasonable  under  the circumstances  noted  herein  and  has
executed  an  Affidavit attesting to this fact which is  attached
hereto and incorporated herein as Exhibit C.  In consideration of
the foregoing, the parties agree that the monthly Management Fees
payable  to  the MSO by the PC for services rendered pursuant  to
this   Agreement shall be reviewed and subject to  adjustment  at
the  close of each year of the Term of this Agreement based  upon
industry  standards of practice and the MSO's costs in performing
the required services.  If the parties cannot agree within thirty
(30) days prior to the close of any such year on the terms of any
adjustment  to the Management Fees for the following  year,  then
the then existing Management Fees shall remain in effect.  The PC
specifically agrees that the MSO may defer actual receipt of  its
Management  Fees and/or advance monies for purposes  of  managing
the PC's cash flow relating to its business and operations at the
Orthodontic  Offices, and the MSO may repay itself such  advances
or pay said deferred Management Fees when it deems appropriate.

                           ARTICLE  7
                        SECURITY INTEREST

      As assurance and collateral security for the payment of the
monthly  Management  Fees  owed  to  the  MSO  pursuant  to  this
Agreement  and any funds advanced by the MSO to or on  behalf  of
the PC pursuant to this Agreement and for the faithful and timely
performance  of all the covenants and conditions to be  performed
by  the  PC under this Agreement, the PC hereby pledges,  grants,
bargains,  assigns and transfers to the MSO a security  interest,
pursuant to the Uniform Commercial Code of the State, in  and  to
all  Practice Revenue and  accounts receivable of patients of the
PC  relating  to  its business and operations at the  Orthodontic
Offices,  together  with all proceeds thereof (collectively,  the
"Collateral"), and further agrees not to pledge, assign, transfer
or  convey  any  of  the  Collateral or any  proceeds  therefrom,
without  the  prior  written  consent  of  the  MSO,  except   to
affiliates  of  the MSO.  Concurrent with the execution  of  this
Agreement, the PC shall execute a Security Agreement, similar  in
form  and  content  as  that attached hereto  as  Exhibit  D  and
incorporated herein by this reference in order that the  MSO  may
perfect its interest in the Collateral.  The PC expressly  agrees
to  execute any appropriate UCC-1 Financing Statement  and  UCC-1
Fixture filings, if so requested in writing by the MSO.


                           ARTICLE  8
                            COVENANTS


     8.1  PC's Covenants.  As further consideration for the MSO's
performance of the terms and conditions of this Agreement, the PC
covenants,  represents and warrants as follows (which  covenants,
representations  and warranties shall survive  the  execution  of
this Agreement):

           (a)  The PC shall comply with all Laws and ethical and
professional standards applicable to the practice of orthodontics
and cause all of its employees to do the same.

           (b)   The PC shall provide quality services and  shall
cause  Dr.  Feldman and the Orthodontists (if any) to  serve  the
orthodontic  needs of the patients of the PC at  the  Orthodontic
Offices.  The PC covenants to monitor rigorously utilization  and
quality of services provided at the Orthodontic Offices and shall
take  all  steps necessary to remedy any and all deficiencies  in
the efficiency or the quality of orthodontic care provided at the
Orthodontic Offices.

           (c)   During the Term of this Agreement, the PC  shall
not,  directly or indirectly, own an interest in, operate,  join,
control,  participate in or be connected in any manner  with  any
corporation,   partnership,  proprietorship,  firm,  association,
person  or entity providing orthodontic care in competition  with
the practice at the Orthodontic Offices, or any other orthodontic
practice managed by the MSO, within a radius of 15 miles  of  the
Orthodontic Office or of such other orthodontic practice, without
the MSO's prior written consent; provided however that during the
term hereof the PC shall be permitted to practice orthodontics at
the  offices  located  at  19231 Victory  Boulevard,  Suite  557,
Reseda, California 91335.

           (d)   The  PC  recognizes the proprietary interest  of
OMEGA  in and to its OMEGA Patient Scheduling System and the  MSO
in  its systems for managing the delivery of orthodontic care and
all policies, procedures, operating manuals, forms, contracts and
other information (collectively, the "MSO Information") regarding
such system.  The PC acknowledges and agrees that all information
relating  to  the  OMEGA Patient Scheduling System  and  the  MSO
Information  constitutes trade secrets of OMEGA and/or  the  MSO.
The PC hereby waives any and all right, title and interest in and
to  such  trade secrets and agrees to return all copies  of  such
trade  secrets and information relating thereto, at its  expense,
upon termination of this Agreement.

           (e)  The PC acknowledges and agrees that OMEGA and the
MSO  are  entitled  to prevent their respective competitors  from
obtaining and utilizing their respective trade secrets.   The  PC
agrees  to  hold OMEGA'S and the MSO's trade secrets in strictest
confidence and not to disclose them or allow them to be disclosed
directly or indirectly to any person or entity other than persons
who  are  engaged by the PC to perform duties in connection  with
the  PC  and  who have a need to know such trade secrets  in  the
performance  of their duties for the PC, without OMEGA's  or  the
MSO's  prior  written  consent, as  the  case  may  be.   The  PC
acknowledges its fiduciary obligations to OMEGA and the  MSO  and
the  confidentiality of its relationships with OMEGA and the  MSO
and  of  any  information relating to the services  and  business
methods of OMEGA and the MSO which it may obtain during the  term
of  this Agreement.  The  PC shall not, either during the term of
this  Agreement  or  at any time after the expiration  or  sooner
termination  hereof, disclose to anyone, other than employees  or
independent contractors of OMEGA and the MSO who use OMEGA's  and
the  MSO's  system  in  the course of the  performance  of  their
duties,  any  confidential or proprietary  information  or  trade
secrets  obtained  by the PC.  The PC also agrees  to  place  any
persons to whom said information is disclosed for the purpose  of
performance  under legal obligation to treat such information  as
strictly confidential.

     8.2  MSO's Covenants.  As further consideration for the PC's
performance  of  the terms and conditions of this Agreement,  the
MSO   covenants,   represents  and  warrants  (which   covenants,
representations  and warranties shall survive  the  execution  of
this  Agreement) that during the Term of this Agreement, the  MSO
agrees  not  to  establish,  develop  or  open  any  offices   in
affiliation with an orthodontist for the provision of orthodontic
services  within  a  15  mile radius of the Orthodontic  Offices,
without the express written consent of the PC.


                            ARTICLE 9
                     INSURANCE AND INDEMNITY

      9.1   Insurance to be Maintained by the PC. Throughout  the
Term  of this Agreement, the PC shall maintain in full force  and
effect comprehensive professional liability insurance with limits
of  not  less than $500,000 per occurrence and $1,000,000  annual
aggregate for Dr. Feldman and each of the Orthodontists providing
services  for  the PC and a separate limit for the  PC.   The  PC
shall  be responsible for all liabilities within deductibles  and
for  all  liabilities in excess of the limits of  such  policies.
The MSO agrees to negotiate for and cause premiums to be paid  on
behalf  of  the  PC with respect to such insurance.   Deductibles
with respect to such policies shall not be MSO Expenses. The  MSO
shall  reimburse  the  PC  for premiums in  accordance  with  the
Approved  Budget.   The PC also agrees to name the MSO and  OMEGA
as co-insureds.  The PC agrees to deliver to the MSO and OMEGA  a
certificate of insurance indicating such coverage.

      9.2  Insurance to be Maintained by the MSO.  Throughout the
Term  of  this Agreement, the MSO will use reasonable efforts  to
provide  and  maintain,  as  a  MSO  Expense,  (a)  comprehensive
professional  liability insurance for all professional  employees
of  the MSO with limits as determined reasonable by the MSO;  and
(b)   comprehensive  general  liability  and  property  insurance
covering the Orthodontic Office premises and operations.

     9.3  Tail Insurance Coverage.  The PC will cause Dr. Feldman
and  each Orthodontist (if any) providing services to enter  into
an  agreement with the PC that upon termination of Dr.  Feldman's
or  such Orthodontist's relationship with the PC, for any reason,
tail  insurance coverage will be purchased by Dr. Feldman or such
Orthodontist.  Such provisions may be contained in an  employment
agreement,  restrictive  covenant agreement  or  other  agreement
entered  into by the PC and Dr. Feldman or the Orthodontist,  and
the  PC  hereby covenants with the MSO to enforce such provisions
relating  to  the  tail insurance coverage  or  to  provide  such
coverage  at  the expense of the PC or Dr. Feldman or  each  such
Orthodontist.

      9.4  Additional Insureds.  The PC and the MSO agree to  use
their  reasonable  efforts  to  have  each  other  named  as   an
additional insured on the other's respective liability  insurance
policies.

     9.5  Indemnification.  The PC shall indemnify, hold harmless
and  defend  the  MSO  and OMEGA and their  respective  officers,
directors, shareholders, employees and representatives, from  and
against any and all liability, losses, damages, claims, causes of
action, expenses judgments, settlements, lawsuits and obligations
(including reasonable attorneys' fees), whether or not covered by
insurance,  caused or asserted to have been caused,  directly  or
indirectly,  by or as a result of the performance of  orthodontic
services  or  the performance of any intentional acts,  negligent
acts   or  omissions  by  the  PC  and/or  its  affiliates,   its
shareholders, agents, the Practice Providers, its other employees
and/or  its subcontractors (other than the MSO) during  the  Term
hereof.   The MSO shall indemnify, hold harmless and  defend  the
PC, its officers, directors, shareholders and employees, from and
against  any  and all liability, loss, damage, claim,  causes  of
action,  and  expenses  (including reasonable  attorneys'  fees),
caused  or  asserted to have been caused, directly or indirectly,
by  or  as  a result of the performance of any intentional  acts,
negligent  acts or omissions by the MSO and/or its  shareholders,
agents,  employees  and/or subcontractors  (other  than  the  PC)
during the Term hereof.

                           ARTICLE  10
                           TERMINATION

     10.1 Termination by the PC.

           (a)   Termination by the PC. The PC may terminate this
Agreement as  follows:

                (1)  In the event of the filing of a petition  in
voluntary  bankruptcy  or  an  assignment  for  the  benefit   of
creditors  by  the MSO, or upon other action taken  or  suffered,
voluntarily or involuntarily, under any federal or state law  for
the  benefit  of debtors by the MSO, except for the filing  of  a
petition  in  involuntary bankruptcy against  the  MSO  which  is
dismissed  within sixty (60) days thereafter,  the  PC  may  give
written notice of the immediate termination of this Agreement.

               (2)  In the event the MSO shall materially default
in  the performance of any duty or obligation imposed upon it  by
this  Agreement and such default shall continue for a  period  of
sixty  (60) days after written notice thereof has been  given  to
the MSO by the PC, the PC may terminate this Agreement.

      10.2  Termination by MSO.  MSO may terminate this Agreement
as follows:

           (a)   In  the  event of the filing of  a  petition  in
voluntary  bankruptcy  or  an  assignment  for  the  benefit   of
creditors  by the PC or any shareholders thereof , or upon  other
action taken or suffered, voluntarily or involuntarily, under any
federal or state law for the benefit of debtors by the PC or  any
shareholders  thereof, except for the filing  of  a  petition  in
involuntary bankruptcy against the PC or any shareholder  thereof
which  is  dismissed within sixty (60) days thereafter,  MSO  may
give   written  notice  of  the  immediate  termination  of  this
Agreement.

           (b)   In the event the PC fails to perform orthodontic
services  on  a  full-time basis consistent with its  pattern  of
practice  in  the immediately preceding calendar  year  and  such
default  shall  continue  for a period of  ten  (10)  days  after
written  notice thereof has been given to the PC by the MSO,  the
MSO may terminate this Agreement.

           (c)   In the event the PC shall materially default  in
the  performance of any other duty or obligation imposed upon  it
by  this Agreement, and such default shall continue for a  period
of sixty (60) days after written notice thereof has been given to
the PC by the MSO, the MSO may terminate this Agreement.

           (d)   In  the  event Dr. Feldman or  any  Orthodontist
breaches  or  defaults under his or her Employment Agreement  and
the  PC  does not cause Dr. Feldman or such Orthodontist to  cure
such  breach  or  default  within  any  applicable  grace  period
therefor,  the  MSO  may  give written notice  of  the  immediate
termination of this Agreement.

     Upon any termination of this Agreement or upon expiration of
the  Term of this Agreement, the MSO shall be entitled to receive
the  Management  Fees  collected to the effective  date  of  such
termination  or expiration, the amounts of any loans or  advances
(including any accrued but unpaid interest thereon) and all other
sums accrued or related to occurrences arising at or prior to the
date of termination.


                           ARTICLE  11
             AUTHORIZED AGENT AND POWERS OF ATTORNEY

      The  PC  hereby designates the MSO (and its designees)  its
authorized  agent  and lawful attorney-in-fact  for  purposes  of
depositing  payments, paying accounts payables,  signing  checks,
negotiating and signing contracts for services or goods, securing
loans  or  incurring obligations on behalf of the  PC;  provided,
however, that all contracts or fees set for services on behalf of
the  PC  will be subject to final approval and acceptance by  the
PC.   Additionally, the PC hereby irrevocably  appoints  the  MSO
(and  its designees) its authorized agent and lawful attorney-in-
fact   to   collect  all  bills  and  accounts   receivable   for
professional  fees, charges and other amounts and authorizes  the
MSO through its designees to take possession of all checks, money
orders and similar instruments received as payment of receivables
to  be  deposited into the PC Account.  The PC hereby irrevocably
appoints  the MSO as the PC's attorney-in-fact, with  full  power
and  authority  in the place and stead of the PC,  in  the  MSO's
discretion,  to  endorse  in  the name  of  the  PC  any  checks,
payments, notes, insurance payments and money orders, to withdraw
funds  for  payments of expenses, including Management  Fees  and
other  sums payable to the MSO, to open and close the PC  Account
and  other  bank accounts, to take any action and to execute  any
other instrument which the MSO may deem necessary or advisable to
accomplish  the purposes hereof.  The powers of attorney  granted
herein  are coupled with an interest and are irrevocable.   Third
parties  and  entities and persons not a party to this  Agreement
are  entitled to rely on the foregoing attorneys-in-fact  and  an
affidavit of the MSO attesting thereto.  The acceptance  of  this
appointment by the MSO shall not obligate it to perform any  duty
or covenant required to be performed by the PC under or by virtue
of  this  Agreement.   Notwithstanding the  foregoing  powers  of
attorney,  the PC shall at any time, on the request of  the  MSO,
sign   financing   statements,  security  agreements   or   other
agreements  necessary or advisable to accomplish the  purpose  of
this  Agreement.  Upon the PC's  failure to sign  said  financing
statements, security agreements or other agreements, the  MSO  is
authorized  as the agent of the PC to sign any such  instruments.
The PC may review all deposits and expenses upon request.

                           ARTICLE  12
               INDEPENDENT CONTRACTOR RELATIONSHIP


      Neither the PC nor its employees shall have any claim under
this   Agreement  or  otherwise  against  the  MSO  for  worker's
compensation,  unemployment compensation,  sick  leave,  vacation
pay,  retirement benefits, Social Security benefits, or any other
employee  benefits, all of which shall be the sole responsibility
of  the PC.  Since neither the PC nor its employees are employees
of  the  MSO,  the  MSO shall not withhold on behalf  of  the  PC
unemployment insurance, Social Security, or otherwise pursuant to
any  law or requirement of any governmental agency, and all  such
withholding, if any is required, shall be the sole responsibility
of the PC.

                          ARTICLE  13
                         MISCELLANEOUS

      13.1  Access  to Records.  From and after any  termination,
each  party shall provide the other party with reasonable  access
to  books  and records then owned by it to permit such requesting
party to satisfy reporting and contractual obligations which  may
be required of it.

      13.2  Patient Records.  Upon termination of this Agreement,
the  PC shall retain all patient dental records maintained by the
PC  or  the MSO in the name of the PC.  During the term  of  this
Agreement,  and  thereafter, the PC or its  designee  shall  have
reasonable  access during normal business hours to the  PC's  and
the  MSO's  records, including, but not limited  to,  records  of
collections,  expenses and disbursements as kept by  the  MSO  in
performing the MSO's obligations under this Agreement, and the PC
may copy any or all such records.

      13.3  The  PC's  Control  Over  the  Orthodontic  Practice.
Notwithstanding the authority granted to the MSO herein, the  MSO
and  the  PC agree that the PC, personally or through Dr. Feldman
or   any  of  its  Orthodontists  (if  any)  and  other  Practice
Providers, shall have complete control and supervision  over  the
professional  aspects  of  the PC's  practice,  as  well  as  the
provision  of  all  professional  services,  including,   without
limitation, the selection of a course of treatment for a patient,
the  procedures or materials to be used as a part of such  course
of treatment, and the manner in which such course of treatment is
carried  out  by  the PC.  The PC shall have  sole  authority  to
direct the business, professional, and ethical aspects of the PC.
The  MSO  shall  have no authority, directly  or  indirectly,  to
perform, and shall not perform, any orthodontic function,  or  to
influence  or otherwise interfere with the exercise of  the  PC's
professional judgment.  The MSO may, however, advise the PC as to
the relationship between its performance of orthodontic functions
and  the overall administrative and business functioning  of  the
PC.


                           ARTICLE 14
                 ALTERNATIVE DISPUTE RESOLUTION

     14.1 Alternative Dispute Resolution.

           (a)   If  a dispute arises under this Agreement  which
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  (b)  of
this  Section  14.1, 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.

           (b)  Notwithstanding anything in this Section 14.1  to
the contrary:

                (i)   Nothing in this Section 14.1 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.

                (ii)  The parties shall accept as correct, final,
binding   and   conclusive  the  determination  by  the   outside
accountants then employed by the MSO as to the calculation of any
and  all Management Fees owed by the PC to the MSO hereunder, and
such determination shall not be subject to the provisions of this
Section  14.1.  Disputes as to the proper interpretation  of  the
provisions of this Agreement which describe how those amounts are
to  be calculated, however, shall be subject to the provisions of
this Section 14.1.

               (iii)     Any determination by either party not to
renew  this Agreement in accordance with the terms and provisions
of  this  Agreement  shall not be subject to the  provisions  for
dispute resolution in this Section 14.1.

      14.2  Waiver of Jury.  With respect to any dispute  arising
under  or  in  connection  with this  Agreement  or  any  related
agreement,  as  to which legal action nevertheless  occurs,  each
party  hereby irrevocably waives all rights it may have to demand
a  jury  trial.  This  waiver  is  knowingly,  intentionally  and
voluntarily made by the parties and each party acknowledges  that
no  person  acting  on behalf of the other  party  has  made  any
representation of fact to induce this waiver of trial by jury  or
in  any  way modified or nullified its effect.  The parties  each
further acknowledge that it has been represented (or has had  the
opportunity  to be represented) in the signing of this  Agreement
and  in  the making of this waiver by independent legal  counsel,
selected  of  its  own  free  will,  and  that  it  has  had  the
opportunity  to  discuss this waiver with  counsel.   Each  party
further acknowledges that it has read and understands the meaning
and ramifications of this waiver provision.

                          ARTICLE  15
                       GENERAL PROVISIONS

      15.1  Notices.  Any  notice to be given  pursuant  to  this
Agreement  shall be deemed effective if given personally,  or  by
telephone,  telegram,  telecopy, facsimile  or  other  electronic
transmission,  or  by  letter to an officer or  administrator  of
OMEGA,  the MSO or the PC, as the case may be.  Notice in person,
or  by  telephone, telegram or electronic transmission  shall  be
deemed  effective  when given.  Notice by mail  shall  be  deemed
effective  seventy-two  (72) hours after deposit  in  the  United
States mails, and properly addressed with postage prepaid.


          Notices to the PC shall be given as follows:

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

or  such  other address as may be furnished by the PC to the  MSO
from time to time  in writing.

           Notices  to  OMEGA and/or the MSO shall  be  given  as
follows:

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


or  other such addresses as may be furnished by the MSO to the PC
from time to time in writing.

      15.2 Confidentiality.  No party hereto shall disseminate or
release  to  any  third  party  any  information  regarding   any
provision   of  this  Agreement,  or  any  financial  information
regarding  the other parties (past, present or future)  that  was
obtained in the course of the negotiation of this Agreement or in
the  course  of  the performance of this Agreement,  without  the
other  party's or parties' (as the case may be) written approval;
provided,  however, the foregoing shall not apply to  information
which  is  required to be disclosed by Law, including federal  or
state securities laws, or pursuant to court order.

      15.3  Contract Modifications for Prospective Legal  Events.
In  the  event any state or federal Laws, now existing or enacted
or  promulgated  after the effective date of this Agreement,  are
interpreted  by judicial decision, a regulatory agency  or  legal
counsel for both parties in such a manner as to indicate that the
structure of this Agreement may be in violation of such Laws, the
PC  and the MSO shall amend this Agreement as necessary.  To  the
maximum  extent possible, any such amendment shall  preserve  the
underlying economic and financial arrangements between the PC and
the MSO.

      15.4  Remedies  Cumulative.  No remedy set  forth  in  this
Agreement  or otherwise conferred upon or reserved to  any  party
shall  be  considered exclusive of any other remedy available  to
any   party,  but  the  same  shall  be  distinct,  separate  and
cumulative  and may be exercised from time to time  as  often  as
occasion may arise or as may be deemed expedient.

       15.5  No  Obligation  to  Third  Parties.   None  of   the
obligations and duties of the MSO or the PC under this  Agreement
shall  in  any  way  or  in any manner be deemed  to  create  any
obligation  of  the MSO or of the PC to, or any  rights  in,  any
person  or entity not a party to this Agreement other than  OMEGA
which  shall be deemed a party for limited purposes as set  forth
in this Agreement.

       15.6  Entire  Agreement.  This  Agreement  including   the
Schedules  and  Exhibits hereto, and the Employment  Agreement(s)
(including  the related non-competition agreements or covenants),
constitutes  the entire agreement between the parties  concerning
this subject matter, and supersedes all prior and contemporaneous
agreements,  representations and understandings  of  the  parties
concerning the contents hereof.  No supplement, modification,  or
amendment  to this Agreement shall be binding unless executed  in
writing  by  all  of  the  parties hereto,  except  as  otherwise
provided  herein.   No waiver of any of the  provisions  of  this
Agreement  shall be deemed to constitute a waiver  of  any  other
provision,  whether similar or not similar, nor shall any  waiver
constitute  a  continuing  waiver.  No waiver  shall  be  binding
unless executed in writing by the party making the waiver.

      15.7  Assignment. The rights and the duties of the  parties
under  this Agreement may not be assigned or transferred  without
the  prior  written  consent  of the non-assigning  party,  which
consent  shall  not be unreasonably withheld; provided,  however,
that  the  MSO  shall  be  permitted to  assign  its  rights  and
obligations  hereunder  without the consent  of  the  PC  to  any
person,  firm  or  corporation:  (i)   controlled  by  the   MSO,
controlling the MSO or under common control with the MSO; or (ii)
with  which  the MSO has contracted for the sale,  assignment  or
other disposition, by merger, reorganization or otherwise, of all
or any substantial portion of its assets.

      15.8  Attorneys' Fees. If any mediation or  arbitration  or
other  legal  action  or proceeding is brought  to  enforce  this
Agreement,  because  of  any alleged  breach  hereof,  or  for  a
declaration   of  any  rights  and  obligations  hereunder,   the
prevailing  party  in  such mediation or arbitration,  action  or
proceeding  shall  be  entitled to  recover  its  costs  incurred
therein, including reasonable attorneys' fees, in addition to any
other  relief to which it may be entitled, all as determined  and
awarded by the parties in such mediation or by the arbitrator  or
court  as part of its  judgment or decision therein, as the  case
may be.

     15.9      Governing Law. This Agreement shall be governed by
and  construed  in accordance with the laws of  the  State.   The
parties  acknowledge that the MSO is not authorized or  qualified
to  engage  in any activity which may be construed or  deemed  to
constitute  the  practice of dentistry or orthodontics.   To  the
extent  any act or service required of the MSO in this  Agreement
should  be  construed  or deemed, by any governmental  authority,
agency  or  court  to  constitute the practice  of  dentistry  or
orthodontics, the performance of said act or service by  the  MSO
shall  be  deemed  waived  and  forever  unenforceable  and   the
provisions of Section 15.14 shall be applicable.

      15.10     Events Excusing Performance.  Neither party shall
be  liable to the other party for failure to perform any  of  the
services  required  herein in the event  of  strikes,  lock-outs,
calamities,  acts  of God, unavailability of  supplies  or  other
events  over which that party has no control for so long as  such
events continue, and for a reasonable period of time thereafter.

      15.11      Compliance with Applicable Laws.   Both  parties
shall  comply  with all applicable Laws and restrictions  imposed
thereunder  in  the  conduct  of  their  obligations  under  this
Agreement.

      15.12      Language Construction.  The parties  acknowledge
that  each  party and its counsel have reviewed and revised  this
Agreement and that the normal rule of construction to the  effect
that  any  ambiguities  are to be resolved against  the  drafting
party  shall  not  be  employed in  the  interpretation  of  this
Agreement.

      15.13     Amendments. This Agreement may be amended only by
the written consent of both parties.

      15.14     Severability. In the event any provision of  this
Agreement  is  held  by a court of competent jurisdiction  to  be
illegal  or  unenforceable,  (i) the  parties  shall  amend  this
Agreement in order to carry out the intent and essential business
purposes  of  this  Agreement  as  closely  possible  within  the
requirements  of  applicable provisions of Law as  determined  by
such a court, and (ii) the remaining provisions of this Agreement
shall continue in full force and effect.

      15.15      No  Waiver. The waiver by either party  to  this
Agreement of any one or more defaults, if any, on the part of the
other party, shall not be construed to operate as a waiver of the
other or future defaults under this Agreement.

     15.16     Captions. Captions to paragraphs in this Agreement
are  for  ease  of  reference, and shall  not  be  considered  an
interpretation of the paragraph.

      15.17      Counterparts.  This Agreement  may  be  executed
simultaneously in one or more counterparts, each of  which  shall
be deemed an original.

           IN  WITNESS WHEREOF, the parties hereto have  executed
this agreement as of the day and year first above written.

                                   PC:

                                     SCOTT  E.  FELDMAN,  D.D.S.,
M.S., INC.





By:_______________________________
                                        Scott E. Feldman, D.D.S.,
President


                                   MSO:

                                      OMEGA    ORTHODONTICS    OF
RESEDA, INC.




By:_______________________________
                                          Robert   J.   Schulhof,
President


                                   OMEGA:
                                   OMEGA ORTHODONTICS, INC.




By:_______________________________
                                        Robert J. Schulhof,
President


                                SCHEDULE 1

                            THE ORTHODONTISTS



Name and Address

Scott E. Feldman, D.D.S.
19231 Victory Blvd., Suite 557
Reseda, CA  91335

                           SCHEDULE 2
                                
                ORTHODONTIC OFFICES AND SERVICES


Those  offices located at 19231 Victory Blvd., Suite 557, Reseda,
California 91335.












                           SCHEDULE 3
                                
                 COMPENSATION - MANAGEMENT FEES


          The   MSO  shall  receive,  as  compensation  for   the
performance of all of its obligations and duties contained in the
Agreement, monthly Management Fees in an amount equal  to  Sixty-
Five Percent (65%) of the Practice Revenues, and the PC shall  be
entitled to Thirty-Five  Percent (35%) of such Practice Revenues,
except  as the parties may otherwise agree from time to  time  in
writing.  At the end of each twelve (12) month period during  the
Term  the  MSO  shall  provide the PC with an unaudited  internal
accounting of the MSO Expenses, prepared in accordance  with  the
accrual method of accounting. If the MSO Expenses as reflected in
such  accounting  as having been paid by the MSO  are  less  than
fifty  (50%)  percent of the Practice Revenues  for  such  twelve
month  period,  fifty (50%) percent of such difference  shall  be
returned  by the MSO to the PC as a profit incentive rebate  (the
"Rebate").  If the Agreement to which this Schedule 3 is attached
is  terminated or expires, the foregoing Management Fees shall be
payable to the MSO based on all Practice Revenue collected as  of
the date of termination or expiration.

         Payment to the MSO shall be made in monthly installments
based  on  the Practice Revenues realized by the MSO for services
rendered  hereunder.  The MSO shall distribute the proceeds  from
the  PC Account and allocate the proceeds between the MSO and the
PC  as  described  above,  on  or before  the  15th  day  of  the
succeeding month.  In the event the 15th day falls on  a  weekend
or  holiday,  then said distribution shall be made  on  the  next
business  day.   The  parties hereto may  agree  to  handle  such
matters in a different manner.

        For purposes of this Agreement, "Practice Revenues" shall
mean  gross collections of all revenues generated by or on behalf
of  the  PC (whether through subsidiaries or affiliates from  its
operations  and business at the Orthodontic Offices),  including,
but not limited to, all fees and charges collected as a result of
professional orthodontic services furnished to patients by the PC
at  the  Orthodontic Offices and for any other goods or  services
sold or provided to such patients.





                            EXHIBIT A


               ORTHODONTIC OFFICES - MASTER LEASE


                         Not Applicable.
                                EXHIBIT B

                            PRACTICE PROVIDERS


                     Scott E. Feldman, M.S.,  D.D.S.

                            EXHIBIT C
                                
                         PC'S AFFIDAVIT



                            AFFIDAVIT

        I, Scott E. Feldman, D.D.S., declare:

         I  am  an  orthodontist, duly licensed in the  State  of
California  and  I  practice through a  professional  corporation
under the name Scott E. Feldman, D.D.S., M.S., Inc., (the "PC").

         I  have  had  substantial experience in the practice  of
orthodontics and in managing and operating an orthodontic office.

         In  the course of operating orthodontic offices, I  have
acquired  significant knowledge as to the overhead costs incurred
and  gross  receipts  generated by similar types  of  orthodontic
offices.   Further,  I  am  fully aware of  the  non-orthodontic,
operational,  accounting,  billing,  financing,  management   and
personnel  requirements of an orthodontic  office  and  the  cost
factors   involved  in  providing  such  management,   personnel,
accounting, billing, financing and operation.

         I  have  thoroughly  reviewed  the  Management  Services
Agreement (the "Agreement"), which is effective as of January  7,
1998, between the PC and Omega Orthodontics of Reseda, Inc.  (the
"MSO")  concerning the duties, responsibilities  and  obligations
undertaken  by  the  MSO  in  managing  and  operating  all  non-
orthodontic aspects of the Orthodontic Office as contemplated  by
the Agreement.

         I have reviewed the prior operating financial statements
of  the  orthodontic  office located at 19231 Victory  Boulevard,
Suite  557, Reseda, California 91335 and an operating budget  and
estimated income of the orthodontic office, which, in my opinion,
can reasonably be expected from the operation of said office.

         In  my opinion, based upon my experience, the Management
Fees  of  Sixty Five Percent (65%) of "Practice Revenues"  to  be
charged by the MSO as contemplated by the Agreement, will  afford
it  a  reasonable  but  not  excessive return  for  its  services
rendered  and obligations incurred.  In addition, the  PC  Thirty
Five  Percent (35%) of "Practice Revenues" retained  by  the  PC,
will   provide   reasonable  earnings  for  the  performance   of
orthodontic services.

         I  declare  under penalty of perjury that the  foregoing
statement  is  true and correct to the best of my  knowledge  and
belief.

         Executed  at  Los Angeles, California this  ___  day  of
January, 1998.



                                      ___________________________
                                      Scott E. Feldman. D.D.S.

                       STATE OF CALIFORNIA

___________________, ss                         January ___, 1998


        Subscribed and sworn to before me this ___ day of
January, 1998.



[SEAL]
____________________________
                                      Notary Public
                                      My Commission Expires:

                            EXHIBIT D
                                
                       SECURITY AGREEMENT


                       SECURITY AGREEMENT


        THIS SECURITY AGREEMENT is effective as of the 7th day of
January,  1998,  by  Scott  E. Feldman,  D.D.S.,  M.S.,  Inc.,  a
California  professional corporation (the  "PC"),  and  Scott  E.
Feldman,  D.D.S. ("Dr. Feldman") who is duly licensed to practice
orthodontics in the State and Omega Orthodontics of Reseda, Inc.,
a   Delaware  corporation  (the  "MSO")  with  reference  to  the
following facts:

        WHEREAS, pursuant to a Management Services Agreement (the
"Agreement"), dated as of the date hereof, between the PC and the
MSO, as assurance and collateral security for the payment of  the
monthly Management Fees owed to the MSO pursuant to the Agreement
and  any  funds advanced by the  MSO to or on behalf  of  the  PC
pursuant  to  the  Agreement  and for  the  faithful  and  timely
performance  of all the covenants and conditions to be  performed
by  the  PC under the Agreement (collectively, the "Obligations")
the  PC agreed to pledge, grant, bargain, assign and transfer  to
the  MSO  a security interest, pursuant to the Uniform Commercial
Code  of  the  State,  in  and to all Practice  Revenue  and  the
accounts  receivable  of patients of the PC,  together  with  all
proceeds thereof (collectively, the "Collateral");

         WHEREAS, the PC is obligated as a condition to the MSO's
performance  under  the  Agreement to execute  and  deliver  this
Security Agreement;

         NOW, THEREFORE, in consideration of the foregoing and of
the  covenants and agreements hereinafter set forth, the  parties
hereto agree as follows:

         1.    Grant of Security Interest.  As and for collateral
security for payment by the PC of the Obligations and any and all
amounts payable under this Security Agreement (collectively,  the
"Secured  Obligations"), the PC hereby pledges, grants, bargains,
assigns  and  transfers  to the MSO, and  grants  to  the  MSO  a
security interest in, the Collateral. Dr. Feldman shall cause the
PC  to  perform  fully  and on a timely basis  all  of  the  PC's
obligations  under this Security Agreement. The MSO  may  at  its
option  file  a  financing statement (Form  UCC-1)  in  order  to
perfect its security interest hereunder.

         2.    Representations and Warranties.  The PC represents
and  warrants  all  of  the  accounts receivable  constituting  a
portion  of the Collateral of the PC pledged to the MSO  are  and
will  be validly created obligations of each of the obligors  who
incurred  same  for services actually rendered  in  the  ordinary
course  of  business of the PC.  Further, the PC  represents  and
warrants that the Collateral is not subject to any lien,  pledge,
charge,  encumbrance or security interest or right or  option  on
the part of any third person.

         3.   Release of Security Interest.  Upon the termination
of  the  Agreement and payment in full of the accrued  Management
Fees  thereunder  and any and all other Secured Obligations,  the
MSO  shall  release  its security interest  hereunder,  and  will
deliver  to  the  PC any property forming part of the  Collateral
delivered to the MSO and then held by the MSO hereunder.

        4.   Realization of Collateral.  The MSO shall have, with
respect  to  the  Collateral, the rights  and  obligations  of  a
secured party under the Uniform Commercial Code as adopted in the
State  of  California (the "State").  Such rights shall  include,
without limitation, the following:

               A.     The  right,  upon  default,  to  have   the
Collateral, or any part thereof, transferred to its own  name  or
to the name of its nominee;

              B.    The  right, upon default, to sell, assign  or
deliver  as much of the Collateral as is reasonably necessary  to
repay   the   defaulted  indebtedness  (together  with   expenses
attendant  upon  such sale and repayment), at public  or  private
sale, as the MSO may elect, either for cash or on credit, without
assumption of any credit risk and without demand or advertisement
(unless otherwise required by law).

             C.   The PC hereby irrevocably authorizes the MSO to
sign  and  file financing statements naming the PC as the  debtor
and the MSO as the secured party, at any time with respect to any
Collateral,  without  the signature of the  PC.   The  PC  hereby
irrevocably  appoints the MSO as the PC's attorney-in-fact,  with
full  authority in the place and stead of the PC and in the  name
of the PC, from time to time in the MSO's discretion, to take any
action  and  to  execute any instrument which the  MSO  may  deem
necessary  or advisable to accomplish the purposes  hereof.   The
attorney-in-fact granted herein is coupled with an  interest  and
is  irrevocable.  Third parties and entities and  persons  not  a
party  to  this Security Agreement are entitled to rely  on  this
attorney-in-fact  and an affidavit of the MSO attesting  thereto.
The  acceptance of this appointment by the MSO shall not obligate
it  to  perform any duty or covenant required to be performed  by
the PC under or by virtue of the Collateral.  Notwithstanding the
foregoing  power  of attorney, the PC shall at any  time  on  the
request   of   the  MSO,  sign  Financing  Statements,   security
agreements  or other agreements with respect to any   Collateral.
Upon the PC's failure to sign said Financing Statements, security
agreements  or  other agreements, the MSO is  authorized  as  the
agent  of the PC to sign any such instruments.  Upon the  request
of the MSO, the PC agrees to pay all filing fees and to reimburse
the  MSO  on  demand  for  all costs and  expenses  of  any  kind
(including, without limitation, legal fees) incurred in  any  way
in connection with the Collateral.

         5.    Purchase  of Collateral.  At any such  private  or
public  sale  of  the  Collateral or part thereof,  the  MSO  may
purchase and pay for the same by cancellation of such portion  of
the  Obligations, equal to the purchase price  and  free  of  any
right  of  redemption  on the part of the  PC.  the  MSO  agrees,
however,  that the PC shall have all rights, including rights  of
notice, provided by the Uniform Commercial Code as adopted in the
State.   In any case where notice is required, five days'  notice
shall  be  deemed reasonable notice.  In the event  of  any  sale
hereunder,  the  MSO shall apply the proceeds in  the  order  set
forth  below in Paragraph 6 hereof.  The MSO may have  resort  to
the Collateral or any portion thereof with no requirements on the
part  of  the  MSO to proceed first against any other  person  or
property.

         6.    Application of Collateral.  Proceeds from the sale
of the Collateral or any part thereof shall be applied by the MSO
in the following order:

              A.    To  the payment of the costs and expenses  of
collection  incurred  by the MSO, including, without  limitation,
attorneys'  fees  and all other reasonable expenses,  liabilities
and costs incurred by the MSO in connection therewith;

              B.    To the payment of the whole amount then owing
and unpaid for advances and/or Management Fees;

             C.   To the payment in full of all other Obligations
of the PC under the Agreement; and

              D.    To the payment to the PC of any surplus  then
remaining from such proceeds.

         7.   Extension of Agreement.  No renewal or extension of
the Agreement, no release or surrender of any Collateral given as
security  in  connection therewith, and no delay  in  enforcement
thereof  or in exercising any right or power with respect thereto
or  hereunder shall affect the rights of the MSO with respect  to
the Collateral or any part thereof.

         8.    Notices.  Any notice to be given pursuant to  this
Agreement shall be deemed effective the same day when such notice
is  given  personally, or by telegram, or electronic transmission
to  the  President of the party to whom notice  is  being  given.
Notice by mail shall be deemed effective three days after deposit
in  the  United States mail, and properly addressed with  postage
prepaid.

             Notices to the MSO shall be given at:

             Omega Orthodontics of Reseda, Inc.
             c/o Omega Orthodontics, Inc.
             3621 Silver Spur Lane
             Acton, CA 93510
             Attn: Robert Schulhof


or  other such addresses as may be delivered by the MSO to the PC
from time to time in writing.

             Notices to the PC shall be given at:

             19231 Victory Blvd., Suite 557
             Reseda, CA 91335
             Attn: Scott E. Feldman, D.D.S.


or  other such addresses as may be delivered by the PC to the MSO
from time to time in writing.

        9.   Waiver.  The waiver by either party to this Security
Agreement of any one or more defaults, if any, on the part of the
other party, shall not be construed to operate as a waiver of the
other  or  future defaults under this Agreement.   This  Security
Agreement may be amended or modified only by the written  consent
of both parties.

         10.   Additional Documents.  The PC agrees that it  will
duly  execute  and  deliver to  the MSO any additional  documents
which  may  be reasonably necessary to give effect fully  to  the
security  interest  granted  to  the  MSO  hereunder,  including,
without limitation, a financing statement on Form UCC-1.

        11.  Benefit.  This Security Agreement shall inure to the
benefit  of  and  shall  be binding upon  the  respective  heirs,
successors and assigns of the parties hereto.

        12.  Applicable Law.  This Agreement shall be governed by
and construed in accordance with the laws of the State.

         13.   Defined  Terms.   Capitalized terms used  in  this
Security  Agreement which are not defined herein  but  which  are
defined  in  the  Agreement, shall have the  respective  meanings
ascribed therein.

              IN  WITNESS WHEREOF, the parties hereto have caused
this  Agreement to be duly executed, as of the day and year first
hereinabove written.


PC:                                   MSO:

SCOTT E. FELDMAN, D.D.S., M.S., INC.       OMEGA ORTHODONTICS
OF RESEDA, INC.


By:____________________________
By:__________________________
       Scott E. Feldman, President                         Robert
J. Schulhof, President



Dr. Feldman:


_______________________________
Scott E. Feldman, D.D.S.

                           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 from
the American Arbitration Association ("AAA"), with the assistance
of the AAA, unless the parties agree otherwise in finding a
mutually acceptable mediator.

     5. The PC and the MSO shall each bear 50% of the fees and
costs of the mediator and any fees and costs of the AAA.

     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 AAA.

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 before a qualified sole
arbitrator in accordance with the then current Rules of
Commercial Arbitration of the AAA.  The arbitration shall be held
in Los Angeles, California.    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 AAA.  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.