EXHIBIT 10.32

iv





                MANAGEMENT SERVICES AGREEMENT
                              
                              
                              
                              
                           BETWEEN
                              
                              
                              
                Leon J. Leonard, D.M.D., P.C.
                       (the "New PC")
                              
                             AND
                              
                              
               Omega Orthodontics of Conyers, Inc.
                         (the "MSO")
                              
                             AND
                              
                  Omega Orthodontics, Inc.
                          ("OMEGA")

                MANAGEMENT SERVICES AGREEMENT


                      TABLE OF CONTENTS


ARTICLE  1 TERM                                            3

ARTICLE  2 DUTIES OF THE MSO                               3

 2.1 GENERAL                                              3
 2.2 ORTHODONTIC OFFICE SERVICES                          3
 2.3 ADMINISTRATIVE SERVICES                              3
 2.4 BUSINESS SYSTEMS, PROCEDURES AND FORMS               4
 2.5 PURCHASING, ACCOUNTS PAYABLE, SUPPLIES AND INVENTORY
 CONTROL                                                  5
 2.6 REGULATORY COMPLIANCE SERVICES                       5
 2.7 BILLING, COLLECTION                                  5
 2.8 DISBURSEMENT OF FUNDS                                6
 2.9 MSO EXPENSES                                         6
 2.10 CREDIT REPORT                                       8
 2.11 ACCOUNTING; BOOKKEEPING AND REPORTS                 8
 2.12 MARKETING                                           9
 2.13 COMPLAINTS                                          9
 2.14 PRACTICE LAWS                                       9
 2.15 MONTHLY MEETINGS                                    9
 2.16 MAINTENANCE AND CLEANING SERVICES                   9
 2.17 LICENSES AND PERMITS                               10
 2.18 INSURANCE                                          10
 2.19 PRACTICE TRANSITION AND ASSOCIATE SELECTION        10

ARTICLE   3  DUTIES OF THE NEW PC                         10

 3.1 GENERAL                                             10
 3.2 EMPLOYMENT OF THE ORTHODONTISTS AND RENDERING OF
 PATIENT CARE.                                           11
 3.3 PROFESSIONAL SERVICES                               11
 3.4 RECORDS                                             11
 3.5 PROFESSIONAL EXPENSES                               12
 3.6 PROFESSIONAL LIABILITY INSURANCE                    12
 3.7 EMPLOYMENT AGREEMENT                                12
 3.8 CONFIDENTIALITY                                     13

ARTICLE  4 PROFESSIONAL SERVICES, CONTROL OF SOLICITATION,
APPROVAL OF ADVERTISING MATERIAL AND NO RECIPROCATION     13

ARTICLE  5 LEASE OF OFFICE FACILITIES AND EQUIPMENT       14

 5.3.  NO WARRANTY                                       16

ARTICLE  6 COMPENSATION                                   17

ARTICLE  7 SECURITY INTEREST                              17

ARTICLE  8 COVENANTS                                      18

 8.1 NEW PC'S COVENANTS                                  18
 8.2 MSO'S COVENANTS                                     19

ARTICLE 9 INSURANCE AND INDEMNITY                         21

 9.1 INSURANCE TO BE MAINTAINED BY THE NEW PC            21
 9.2 INSURANCE TO BE MAINTAINED BY THE MSO               21
 9.3 TAIL INSURANCE COVERAGE                             21
 9.4 ADDITIONAL INSUREDS                                 21
 9.5 INDEMNIFICATION                                     21

ARTICLE  10 TERMINATION                                   22

 10.1 TERMINATION BY THE NEW PC                          22
 10.2 TERMINATION BY MSO                                 23

ARTICLE  11 AUTHORIZED AGENT AND POWERS OF ATTORNEY       24

ARTICLE  12 INDEPENDENT CONTRACTOR RELATIONSHIP           24

ARTICLE  13 MISCELLANEOUS                                 25

 13.1 ACCESS TO RECORDS                                  25
 13.2 PATIENT RECORDS                                    25
 13.3 THE NEW PC'S CONTROL OVER THE ORTHODONTIC PRACTICE 25

ARTICLE 14 ALTERNATIVE DISPUTE RESOLUTION                 25

 14.1 ALTERNATIVE DISPUTE RESOLUTION                     25
 14.2 WAIVER OF JURY                                     26

ARTICLE  15 GENERAL PROVISIONS                            26

 15.1 NOTICES                                            26
 15.2 CONFIDENTIALITY                                    28
 15.3 CONTRACT MODIFICATIONS FOR PROSPECTIVE LEGAL EVENTS28
 15.4 REMEDIES CUMULATIVE                                28
 15.5 NO OBLIGATION TO THIRD PARTIES                     28
 15.6 ENTIRE AGREEMENT                                   29
 15.7 ASSIGNMENT                                         29
 15.8 ATTORNEYS' FEES                                    29
 15.9 GOVERNING LAW                                      29
 15.10 EVENTS EXCUSING PERFORMANCE                       29
 15.11 COMPLIANCE WITH APPLICABLE LAWS                   30
 15.12 LANGUAGE CONSTRUCTION                             30
 15.13 AMENDMENTS                                        30
 15.14 SEVERABILITY                                      30
 15.15 NO WAIVER                                         30
 15.16 CAPTIONS                                          30
 15.17 COUNTERPARTS                                      30
 
SCHEDULE 1 THE ORTHODONTISTS

SCHEDULE 2 ORTHODONTIC OFFICES AND SERVICES

SCHEDULE 3 COMPENSATION - MANAGEMENT FEES

EXHIBIT A ORTHODONTIC OFFICES - MASTER LEASE

EXHIBIT B PRACTICE PROVIDERS

EXHIBIT C NEW PC'S AFFIDAVIT

EXHIBIT D SECURITY AGREEMENTS

EXHIBIT E ALTERNATIVE DISPUTE RESOLUTION PROCEDURES
                MANAGEMENT SERVICES AGREEMENT

           THIS  AGREEMENT is made effective as of this  1st
day  of  January,  1998,  by and between  Leon  J.  Leonard,
D.M.D.,  P.C.,  a professional corporation  (the  "New  PC")
incorporated  under the laws of the State  of  Georgia  (the
"State"),  and  Omega  Orthodontics  of  Conyers,  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, OMEGA and Leon J. Leonard, D.D.S.  ("Dr.
Leonard")  who is duly licensed to practice orthodontics  in
the   State  have  entered  into  that  certain  Affiliation
Agreement  and  Asset Purchase Agreement  (the  "Affiliation
Agreement") dated as of December 29, 1997, pursuant to which
OMEGA acquired certain assets of Dr. Leonard;

            WHEREAS,  the  New  PC  owns  and  operates   an
orthodontic practice with offices located in the  facilities
identified  in  Exhibit  A (the "Orthodontic  Offices")  and
furnishes orthodontic care to the general public through the
services  of Dr. Leonard and any and all other orthodontists
who  are  or  become affiliated with the New  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  and  acquired  to
provide  equipment,  facilities  and personnel  to,  and  to
manage the non-orthodontic business affairs of, the New PC;

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

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

           NOW,  THEREFORE, IT IS AGREED that the MSO  shall
perform  managerial and administrative services for the  New
PC  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
New  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 New  PC
with   comprehensive  practice  management,  financial   and
marketing  services,  and  such facilities,  equipment,  and
support personnel as are reasonably required by the  New  PC
to  operate  its  orthodontic practice  at  the  Orthodontic
Offices,  as determined by the MSO in consultation with  the
New  PC.  The New PC hereby appoints the MSO as the sole and
exclusive business manager of the New PC and agrees that the
MSO  shall have all power and authority reasonably necessary
to manage the non-orthodontic business affairs of the New PC
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.

           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 New  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 New 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 New 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, except duly licensed "Practice Providers," during
normal  office hours as reasonably requested by the New  PC,
to  enable the New 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 New PC.   The  New  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 New PC, which approval  shall  not  be
unreasonably  withheld,  and  the  New  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
New   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. Leonard  and
the  Orthodontists  (if any) and other individuals  who  are
employees of the New PC or otherwise under contract with the
New  PC to provide dental or orthodontic, hygienic or  other
assistance  or  services  to  patients  of  the  New  PC  or
otherwise  required  by  applicable "Laws"  (as  defined  in
Section  2.6 below) to be employees of the New PC to provide
services  to  patients  of  the Practice.   A  list  of  all
Practice Providers and their relationship to the New  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 New PC shall use its  best
efforts to consult with the MSO.  The New PC also shall  use
its  best efforts to consult with the MSO with regard to the
terms  of contracts entered into between the New 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  New PC,  the  MSO  shall  establish
standardized business systems and procedures for the New PC,
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  New PC operating efficiency.   The  MSO  shall
analyze  such information on an ongoing basis  in  order  to
advise   the   New   PC  on  ways  of  improving   operating
efficiencies.  The MSO shall provide training to  the  staff
of  the  New PC in the implementation and operation of  such
standardized business systems and procedures.  The MSO shall
additionally provide the New PC with and train the New  PC's
staff  in the use of standardized clinical forms, including,
without  limitation,  forms  for  patient  evaluations   and
treatment  plans.   The  New 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 New PC.  The MSO shall order and  purchase
and  maintain  all  inventory and  orthodontic  supplies  as
reasonably required by the New PC to enable the  New  PC  to
render  orthodontic care to its patients 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 New PC such
business,  legal and regulatory management consultation  and
advice as may be reasonably required or requested by the New
PC  and directly related to the operations of the New PC  or
its  compliance  with Federal, state or local  laws,  rules,
regulations  or interpretations governing or  applicable  to
the  New 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 New PC or  its
compliance  with  Laws, or for any legal or  tax  advice  or
services  or personal financial services to Dr. Leonard  and
the  Orthodontists (if any) or any employee or agent of  the
New 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
New PC and the Practice Providers, with all such billing and
collecting  to  be  done in the name of  the  New  PC;  (ii)
receiving  payments from patients, insurance  companies  and
all other third party payors; (iii) taking possession of and
endorsing in the name of the New PC any notes, checks, money
orders, insurance payments and other instruments received in
payment  for  services or of accounts receivable;  and  (iv)
settling   and   compromising  claims  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  New
PC's  behalf.  In seeking payments on behalf of the  New  PC
hereunder,  the  MSO  shall act as the  New  PC's  agent  in
billing and collecting professional fees, charges and  other
accounts  owed to the New PC and shall only bill  under  the
New  PC's  provider  number. In  this  regard,  the  New  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 New PC as a result of any inability to collect
fees and charges.

          2.8  Disbursement of Funds.

          (a) All monies collected for the New PC by the MSO
pursuant  to  Section 2.7 above shall be deposited  into  an
account  (the  "the  New  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
New  PC (the "Bank").  The New PC Account shall contain  the
name of the New PC, but the MSO shall make all disbursements
therefrom. The MSO shall account for all monies so disbursed
from the New PC Account.

           (b) From the funds collected and deposited by the
MSO  in  the New PC Account, the MSO shall make for  and  on
behalf  of  the New PC the following disbursements promptly,
when payable:

                 (1)    Compensation,  including   salaries,
benefits  and other direct costs payable to Dr. Leonard  and
the  Orthodontists (if any) and the other Practice Providers
of  the  New  PC, 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 New 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 New PC the necessary funds to pay the current
portion  of  such expenses for the benefit of  the  New  PC,
which  advances will be deemed to be loans to the New PC  to
be  repaid without interest from the New 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 New 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  New  PC,  unless otherwise agreed  to  by  the  parties
hereto.

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

                (1)   Salaries,  benefits and  other  direct
costs of all employees of the MSO providing services to  the
New  PC  hereunder (but excluding Dr. Leonard  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  New  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 New PC or
other  orthodontic entities to merge with the New 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  New PC, Dr. Leonard 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. Leonard 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;

               (4)  Professional liability insurance for the
Practice Providers as provided for under Section 3.6 hereof;

                 (5)    Costs   of  continuing  professional
education  for  Practice  Providers,  including  travel  and
related expenses;

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

               (7)  Liability judgments assessed against the
New  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 New 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 New PC;

                (10)  Costs of any merger or acquisition  or
litigation  expenses attributable to the MSO, OMEGA  or  any
entity  that  controls, is controlled by or is under  common
control  with  either or both of them  and  which  costs  or
expenses  do  not  arise out of or in  connection  with  any
merger or acquisition to which the New PC is a party or  any
litigation involving the New PC or its operation; and

                (11) Any operating or non-operating expenses
incurred  in  the  operation of the New  PC  which  are  not
otherwise  initiated or approved by the  New  PC  and  other
expenses  which are expressly designated herein as  expenses
or responsibilities of the New PC.

          2.10 Credit Report.  When requested by the New PC,
or  its  authorized representative, the MSO shall obtain  on
behalf  of the New PC information with regard to the ability
of  patients to pay for the services to be rendered  by  the
New   PC.   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 New PC, either
in  cash  or  by  insurance.  Such  determination  shall  be
subject  to  the reasonable approval by the New PC,  and  as
between  the New PC and the MSO, the New 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 New  PC's  operations,
provided  that  such services are incurred in  the  ordinary
course of business.  In addition, the MSO shall provide  the
New  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 New PC, all prepared by
or  with the assistance of an accountant chosen by the  MSO.
The New PC shall be responsible for preparing and filing its
own  Federal, state and local tax returns.  At  the  end  of
each fiscal year of the New PC, the MSO shall arrange for  a
financial  statement  with respect  to  the  New  PC  to  be
prepared  by the MSO's accountant.  At the New 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 New PC. The MSO shall  assist  and
advise the New PC in the financial management of the New PC.

           2.12 Marketing.  The MSO shall design and execute
a  marketing  plan  to  promote the  New  PC's  professional
services.  The MSO shall also make available to the  New  PC
all  brochures,  contracts, and other  materials  reasonably
related to the carrying out of the business purposes of  the
New PC, including all stationery, printing and postage costs
in  connection therewith.  In connection with such marketing
plan, the MSO shall advise Dr. Leonard 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 New PC
in   handling   all  complaints,  grievances  and   disputes
involving  the  New  PC and the Practice Providers  and  any
patients or third parties.  However, the MSO shall  have  no
control   over   the  New  PC's  patients.   All   decisions
concerning the New PC's patients shall be made by the New 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 New PC regarding
the policies and procedures for the operation of the New 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 New 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,  including
business  interruption insurance, not including professional
liability   insurance  (which  shall  be  and   remain   the
responsibility of the New PC).

           2.19 Practice Transition and Associate Selection.
Dr.  Leonard and the Orthodontists (if any) shall  keep  the
MSO  informed of retirement goals on an ongoing basis.  Upon
request of the New 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   New   PC.   The  New  PC  shall  be  responsible   for
interviewing and selecting each Practice Associate.

After the Practice Associate(s) is (are) selected by the New
PC,  the  MSO  will assist the New 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
New  PC  or  the  new Practice Associate may  terminate  the
relationship. All such Practice Associates recruited by  the
MSO  as may be accepted by the New PC shall be employees  of
the  Practice (if so employed) and not of the MSO.  The  MSO
will confer with the New PC on an appropriate salary/work-in
arrangement  for the new Practice Associate  and  the  final
arrangements shall be determined by the New PC.

                         ARTICLE  3
                    DUTIES OF THE NEW PC

          3.1  General.  The New 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 New PC shall be responsible  for  the
employment  and professional supervision of Dr. Leonard  and
all  Orthodontists and the other Practice Providers and  all
orthodontic  care rendered to patients shall be rendered  by
Dr.  Leonard and such Orthodontists.  Additionally, the  New
PC  shall be responsible for the professional supervision of
all  other Practice Providers in their rendering of  patient
care.

           3.3  Professional Services.  The New 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. Leonard and the Orthodontists and the  other
Practice Providers acting under the supervision and  control
of  Dr. Leonard and the Orthodontists (if any), and no other
orthodontist  shall  be  permitted  to  use  or  occupy  the
Orthodontic  Offices.  The New PC shall provide professional
services  to patients hereunder in compliance at  all  times
with  ethical standards and Laws applying to the orthodontic
profession.   The New PC shall ensure that Dr.  Leonard  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. Leonard or any Orthodontist  or  other
Practice  Provider, the New PC shall immediately inform  the
MSO   of   such   action  and  the  underlying   facts   and
circumstances subject to such confidentiality  agreement  or
arrangements  as  the  New PC and  the  MSO  shall  mutually
determine  at or prior to the time of such disclosure.   The
New  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 New PC at once to remedy such deficiencies.

          3.4  Records.  The New 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 New  PC,  to
obtain  payments  for services and related  charges  and  to
facilitate the delivery of quality patient care by  the  New
PC.   Notwithstanding the foregoing, patient dental  records
shall  be  and  remain the property of the New  PC  and  the
contents thereof shall be solely the responsibility  of  the
New PC.

           3.5  Professional Expenses.  The New 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 New PC.  The New PC  shall  ensure
that  Dr. Leonard and all the Orthodontists employed by  the
New  PC  participate  in  such continuing  education  as  is
necessary  for  Dr.  Leonard and such the  Orthodontists  to
remain current.

          3.6  Professional Liability Insurance.  The New 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  New  PC  shall  also
cooperate  in any programs recommended by the MSO to  assure
that  each of its Orthodontists is insurable, and  that  Dr.
Leonard  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 New PC operates an active orthodontic practice
to  which  it, Dr. Leonard and each Orthodontist  associated
with the New PC devote their full time and attention, unless
other  specific provisions are made in writing and  mutually
agreed  upon by the MSO and New PC.  The New PC  will  cause
Dr.  Leonard and each individual Orthodontist who now is  or
hereafter becomes affiliated with the New PC to enter into a
written  employment  agreement (the "Employment  Agreement")
satisfactory in form and substance to the MSO,  pursuant  to
which  Dr.  Leonard or the Orthodontist shall agree  not  to
establish,   operate  or  provide  orthodontic   or   dental
services, without the prior written consent of both the  New
PC  and  the MSO, at any office or facility other  than  the
Orthodontic Office.  In addition, such Employment  Agreement
shall  provide  by its own terms or by a separate  agreement
that  if  Dr.  Leonard's  or such Orthodontist's  employment
shall  terminate  for any reason during  the  Term  of  this
Agreement,  for a period of 24 months after the  termination
of Dr. Leonard's or such Orthodontist's Employment Agreement
with  the  New  PC,  Dr. Leonard or such Orthodontist  shall
agree  not  to establish, operate or provide orthodontic  or
dental  services, without the prior written consent of  both
the  New  PC and the MSO, at any office practice or facility
whatsoever  providing services similar to those provided  by
the  New PC at any orthodontic office within a fifteen  (15)
mile   radius.   Such  Employment  Agreement  (or   separate
agreement) shall also provide, among other things,  that  in
the event of a breach of Dr. Leonard's or the Orthodontist's
agreement  not  to compete with the New 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. Leonard's or  such
Orthodontist's income, as shown on the W-2 form prepared  by
the  New  PC,  for  the most recent calendar  year;  or  (b)
$300,000.  Such payment shall be made to the MSO by the  New
PC  immediately  following receipt of the payment  from  Dr.
Leonard  or the breaching Orthodontist by the New PC.   Each
of  the  MSO and OMEGA shall be expressly named as a  third-
party beneficiary to such agreements between the New PC  and
Dr.  Leonard  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  New  PC  agrees  and
acknowledges   that   all  forms,  manuals,   policies   and
procedures  provided  by the MSO to the  New  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 New 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 New 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  (except  Dr.
Leonard   and   his  partners,  employees  and  professional
advisors  on  a  "need to know" basis) without  the  express
prior  written consent of the MSO; and (ii) to  impose  this
obligation  of  confidentiality  on  Dr.  Leonard  and   his
partners,  professional advisors.  The New  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  New  PC  shall immediately return and shall  cause  Dr.
Leonard   and   his  partners,  employees  and  professional
advisors  to  immediately return to the MSO all Confidential
Information,  and the New PC will not, and  will  cause  Dr.
Leonard   and   his  partners,  employees  and  professional
advisors  not to,  thereafter use, appropriate, or reproduce
such Confidential Information.  The New 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 New 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 New PC, nor shall the MSO have any  control
over the New 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 New PC  shall
be used or distributed without having first been approved by
the New 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  New  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 New 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 New 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 New PC (collectively,
the  "Master Lease") a copy of which is attached  hereto  as
Exhibit  A  and incorporated herein by this reference.   The
New PC hereby acknowledges that the premises described under
the  Master  Lease are suitable for the New PC's orthodontic
practice.  Based and contingent upon the New PC's promise to
timely  pay  all amounts due under this Agreement,  the  MSO
hereby agrees to sublease the leased premises to the New  PC
upon the following terms and conditions:

               (i)  This sublease between the MSO and the New 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  New  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 New PC, respectively) and, along with the provisions  of
this  Section 5.1(b) 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 New 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 New PC shall  have
no  monetary  obligation in that regard.   In  addition,  as
between  the  MSO and the New 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 New 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 New 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  Office,  which  Substitute  Orthodontic  Office
shall  be  subject  to the approval of  the  New  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 New PC's tenancy or
the MSO's rights and remedies as Sub-Lessor.

           5.2   The  MSO shall provide the New  PC  at  the
Orthodontic  Offices such additional leasehold improvements,
fixtures,  furniture, furnishings and equipment  as  may  be
mutually  agreed to with the New PC and reflected from  time
to time on a supplement to Schedule 2 hereto. The use by the
New  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  New
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 New 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 NEW 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  New  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   New   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 New PC for services rendered
pursuant to this  Agreement shall be reviewed and subject to
adjustment  in  accordance  with  the  terms  specified   in
Schedule  3  attached hereto.  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 New PC specifically agrees that
the  MSO  may  defer actual receipt of its  Management  Fees
and/or advance monies for purposes of managing the New  PC's
cash flow, and the MSO may repay itself such advances or pay
said deferred Management Fees when it deems appropriate.

                         ARTICLE  7
                      SECURITY INTEREST

           7.1  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 New PC pursuant to this Agreement and
for the faithful and timely performance of all the covenants
and  conditions  to be performed by the New  PC  under  this
Agreement,  the  New  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   New  PC,  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 New PC shall execute  a
Security  Agreement,  similar in form and  content  as  that
attached  hereto as Exhibit D-1 and incorporated  herein  by
this  reference  in  order  that the  MSO  may  perfect  its
interest in the Collateral.  The New PC expressly agrees  to
execute any appropriate UCC-1 Financing Statement and  UCC-1
Fixture filings, if so requested in writing by the MSO.

          7.2   As assurance and collateral security for the
payment  of  the  monies owed by OMEGA  to  Dr.  Leonard  as
evidenced   by  the  Purchase  Note  (as  defined   in   the
Affiliation   Agreement),  OMEGA  hereby  pledges,   grants,
bargains,  assigns and transfers to Dr. Leonard  a  security
interest,  pursuant to the Uniform Commercial  Code  of  the
State,  in  and  to  all  leasehold improvements,  fixtures,
furnishings,  furniture  and  equipment  now  or   hereafter
located  at  the  Orthodontic  Offices  (collectively,   the
"Office  Collateral"),  and further agrees  not  to  pledge,
assign,  transfer or convey any of the Office Collateral  or
any proceeds therefrom, without the prior written consent of
Dr.  Leonard, except to affiliates or subsidiaries of OMEGA.
Concurrent with the execution of this Agreement, OMEGA shall
execute a Security Agreement, similar in form and content as
that  attached hereto as Exhibit D-2 and incorporated herein
by  this reference in order that Dr. Leonard may perfect his
interest  in the Office Collateral.  OMEGA expressly  agrees
to execute any appropriate UCC-1 Financing Statement and UCC-
1  Fixture  filings,  if  so requested  in  writing  by  Dr.
Leonard.

                         ARTICLE  8
                          COVENANTS

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

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

          (b)  The New PC shall provide quality services and
shall  cause Dr. Leonard and the Orthodontists (if  any)  to
serve  the orthodontic needs of the patients of the New  PC.
The  New 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.

          (c)  During the Term of this Agreement, the New 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.

            (d)   The  New  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  New  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 New 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 New 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 New 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 New PC to perform duties in  connection
with  the  New  PC  and who have a need to know  such  trade
secrets  in the performance of their duties for the New  PC,
without OMEGA's or the MSO's prior written consent,  as  the
case   may  be.   The  New  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  New 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 New  PC.   The
New  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 New 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 New PC.

                          ARTICLE 9
                   INSURANCE AND INDEMNITY

           9.1   Insurance to be Maintained by the  New  PC.
Throughout  the  Term of this Agreement, the  New  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  per  Dr.
Leonard and each of the Orthodontists providing services for
the New PC and a separate limit for the New PC.  The New  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 New PC with respect  to
such  insurance.  Premiums and deductibles with  respect  to
such  policies shall not be MSO Expenses.  The New  PC  also
agrees to name the MSO and OMEGA as co-insureds.  The New 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 New  PC  will
cause  Dr.  Leonard and each Orthodontist (if any) providing
services  to  enter into an agreement with the New  PC  that
upon  termination  of  Dr. Leonard's or such  Orthodontist's
relationship with the New PC, for any reason, tail insurance
coverage   will  be  purchased  by  Dr.  Leonard   or   such
Orthodontist.   Such  provisions  may  be  contained  in  an
employment  agreement,  restrictive  covenant  agreement  or
other  agreement entered into by the New PC and Dr.  Leonard
or  the  Orthodontist, and the New 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  New  PC  or  Dr.  Leonard  or  each   such
Orthodontist.

           9.4  Additional Insureds.  The New 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 New 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) 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 New
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;
provided, however, that no indemnification shall be required
hereby  to  the  extent  that the  New  PC's  obligation  is
satisfied by an insurance payment.  The MSO shall indemnify,
hold   harmless  and  defend  the  New  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, (i)
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  New  PC)  or (ii) as a result of  any  merger  or
acquisition  involving the MSO, OMEGA  or  any  entity  that
controls,  is controlled by or is under common control  with
either or both of them to which the New PC is not a party or
any  litigation  not involving the New PC or  its  operation
during   the  Term  hereof;  provided,  however,   that   no
indemnification shall be required hereby to the extent  that
the MSO's obligation is satisfied by an insurance payment..

                         ARTICLE  10
                         TERMINATION

          10.1 Termination by the New PC.

           (a)   Termination by the New PC. The New  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  New  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 New PC, the  New  PC  may
terminate this Agreement.

            Upon  termination  of  this  Agreement  by   the
Orthodontic  Practice under this Section 10.1,  the  New  PC
shall  be entitled to exercise the "Call Option," as defined
in and on the terms and conditions set forth in Section 3 of
that certain Stock Put/Call Option and Successor Designation
Agreement   (the  "Stock  Put/Call  Option   and   Successor
Designation  Agreement") dated as of even date herewith,  by
and  among the New PC, Dr. Leonard and the Orthodontists (if
any), OMEGA and the MSO.

           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 New 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 New  PC  or  any  shareholders
thereof,  except for the filing of a petition in involuntary
bankruptcy  against  the New 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 New 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  New  PC  by  the MSO, the MSO  may  terminate  this
Agreement.

           (c)   In  the  event the New 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 New PC by the MSO,  the
MSO may terminate this Agreement.

           (d)  In the event Dr. Leonard or any Orthodontist
breaches  or defaults under his or her Employment  Agreement
and   the  New  PC  does  not  cause  Dr.  Leonard  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  termination of this Agreement  by  the  MSO
under  this Section 10.2 or upon expiration of the  Term  of
this  Agreement,  the  MSO and OMEGA shall  be  entitled  to
exercise  the "Put Option" and/or the "Successor Designation
Option," as defined in and on the terms and subject  to  the
conditions  set forth in Sections 2 and 5, respectively,  of
the  Stock  Put/Call Option and Designation  Agreement.   In
addition,  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  New  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 New PC; provided, however, that
all  contracts or fees set for services on behalf of the New
PC  will be subject to final approval and acceptance by  the
New   PC.   Additionally,  the  New  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  New PC Account.   The  New  PC  hereby
irrevocably  appoints the MSO as the New  PC's  attorney-in-
fact,  with full power and authority in the place and  stead
of  the  New PC, in the MSO's discretion, to endorse in  the
name  of  the New 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 New 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 New PC under or  by
virtue  of  this Agreement.  Notwithstanding  the  foregoing
powers  of  attorney, the New 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 New PC's
failure   to   sign  said  financing  statements,   security
agreements or other agreements, the MSO is authorized as the
agent  of the New PC to sign any such instruments.  The  New
PC may review all deposits and expenses upon request.

                         ARTICLE  12
             INDEPENDENT CONTRACTOR RELATIONSHIP

           Neither  the New 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 New PC.  Since neither the
New  PC nor its employees are employees of the MSO, the  MSO
shall  not  withhold  on behalf of the New  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 New 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  New  PC  shall retain  all  patient  dental
records  maintained by the New PC or the MSO in the name  of
the  New  PC.   During  the  term  of  this  Agreement,  and
thereafter, the New PC or its designee shall have reasonable
access during normal business hours to the New 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 New PC may copy any or all such records.

           13.3  The  New PC's Control Over the  Orthodontic
Practice.  Notwithstanding the authority granted to the  MSO
herein,  the  MSO  and the New PC agree  that  the  New  PC,
personally   or   through  Dr.  Leonard  or   any   of   its
Orthodontists  (if any) and other Practice Providers,  shall
have  complete control and supervision over the professional
aspects  of the New 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 New PC.  The New  PC  shall
have  sole  authority to direct the business,  professional,
and  ethical aspects of the New 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  New  PC's
professional judgment.  The MSO may, however, advise the New
PC  as  to  the  relationship  between  its  performance  of
orthodontic  functions  and the overall  administrative  and
business functioning of the New 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 New 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 New  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 New PC shall be given as follows:

     1455 Old McDonough Road
     Conyers, Georgia 30207
     Attn: Leon J. Leonard, D.D.S.

or  such other address as may be furnished by the New 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 New 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 New 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
New 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 New PC  under  this
Agreement  shall in any way or in any manner  be  deemed  to
create any obligation of the MSO or of the New 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, together with the  Stock
Put/Call Option and Successor Designation Agreement of  even
date herewith 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  New PC to any person, firm or  corporation
controlled  by the MSO, controlling the MSO or under  common
control with the MSO.

            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.


                  INTENTIONALLY LEFT BLANK

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

                                   NEW PC:



                                   By:  /s/ Leon J. Leonard
                                   Name: Leon J. Leonard
                                   Title: President


                                   MSO:

                                     OMEGA  ORTHODONTICS  OF
CONYERS, INC.



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


                                   OMEGA:
                                   OMEGA ORTHODONTICS, INC.



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

                       SCHEDULE 1

                   THE ORTHODONTISTS



Name and Address

Leon J. Leonard, D.D.S.
1455 Old McDonough Road
Conyers, GA  30207


                         SCHEDULE 2
                              
              ORTHODONTIC OFFICES AND SERVICES


The  office  space and related leasehold improvements  which
the  MSO will provide to the New PC pursuant to Section  2.2
of  the Management Services Agreement to which this Schedule
2  is  attached  are  located at 1455  Old  McDonough  Road,
Conyers,  Georgia   30209 and 4122 Tate  Street,  Covington,
Georgia 30209.  The related fixtures, furniture, furnishings
and equipment are set forth on the attached asset list.  The
services to be provided by the MSO to the New PC in relation
to  the Orthodontic Offices are the repair, 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 New PC, its  employees
and  agents  (not  including the MSO  or  its  employees  or
agents).   The  MSO shall also provide telephone,  facsimile
transmission,   printing,   duplicating   and   transcribing
services  as  needed,  as  well as all  laundry,  linen  and
uniforms.

                         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  Seventy Percent (70%) of the Practice Revenues, and  the
New  PC  shall be entitled to Thirty Percent (30%)  of  such
Practice  Revenues, except as may otherwise be  provided  in
this  Schedule 3 or as the parties may otherwise agree  from
time  to time in writing.  At the end of each calendar  year
during the term of this Agreement, the MSO shall provide the
New   PC  with  an  unaudited  internal  accounting  of  MSO
Expenses, prepared in accordance with the accrual method  of
accounting. If 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 calendar  year,
fifty (50%) percent of such difference shall be returned  by
the  MSO  to  the New PC as a profit incentive  rebate  (the
"Rebate").   If such MSO Expenses are more than fifty  (50%)
percent  of  the  Practice Revenues for such calendar  year,
fifty  (50%) percent of such excess will be charged  to  the
New  PC  and  recorded as a liability to be set off  against
future  Rebates; provided, however, that the full amount  of
such  liability  shall be paid to the  MSO  within  15  days
following  the  termination of this Agreement  and  provided
further that the above compensation provisions shall  become
null  and  void  and the formula set forth in the  following
paragraph shall take effect beginning with the first day  of
the  calendar year following the calendar year in which  MSO
Expenses  exceeded  fifty  (50%)  percent  of  the  Practice
Revenues:

   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
Seventy-Five Percent (75%) of the Practice Revenues, and the
New  PC  shall be entitled to Twenty-Five  Percent (25%)  of
such  Practice Revenues, except as the parties may otherwise
agree  from  time to time in writing.  At the  end  of  each
calendar  year  during the term of this Agreement,  the  MSO
shall   provide  the  New  PC  with  an  unaudited  internal
accounting of MSO Expenses, prepared in accordance with  the
accrual  method of accounting. If MSO Expenses as  reflected
in  such accounting as having been paid by the MSO are  less
than  sixty (60%) percent of the Practice Revenues for  such
calendar year, fifty (50%) percent of such difference  shall
be  returned by the MSO to the New PC as a profit  incentive
rebate  (the "Rebate").  If such MSO Expenses are more  than
sixty  (60%)  percent  of  the Practice  Revenues  for  such
calendar  year, fifty (50%) percent of such excess  will  be
charged to the New PC and recorded as a liability to be  set
off against future Rebates; provided, however, that the full
amount of such liability shall be paid to the MSO within  15
days following the termination of this Agreement.

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 New PC Account and allocate
the  proceeds  between the MSO and the New 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 New PC (whether through subsidiaries  or
affiliates),  including, but not limited to,  all  fees  and
charges  collected  as a result of professional  orthodontic
services  furnished to patients by the New PC  and  for  any
other goods or services sold or provided to such patients.





                          EXHIBIT A


             ORTHODONTIC OFFICES - MASTER LEASES


                       EXHIBIT B

                   PRACTICE PROVIDERS


Dr. Leon J. Leonard
1455 Old McDonough Road
Conyers, Georgia  30209

                          EXHIBIT C
                              
                     New PC'S AFFIDAVIT


                          AFFIDAVIT

     I, Leon J. Leonard, D.D.S., declare:

      I  am  an orthodontist, duly licensed in the State  of
Georgia  and  I practice through a professional  corporation
under  the  name  Leon J. Leonard, D.M.D., P.C.   (the  "New
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  1,  1998, between the New PC and Omega Orthodontics
of   Conyers,  Inc.  (the  "MSO")  concerning  the   duties,
responsibilities and obligations undertaken by  the  MSO  in
managing  and operating all non-orthodontic aspects  of  the
Orthodontic Offices as contemplated by the Agreement.

       I   have   reviewed  the  prior  operating  financial
statements  of the orthodontic offices located at  1455  Old
McDonough Road, Conyers, Georgia 30207 and 4122 Tate Street,
Covington,  Georgia  30209  and  an  operating  budget   and
estimated  income of the Orthodontic Offices, which,  in  my
opinion,  can  reasonably be expected from the operation  of
said offices.

      In  my opinion, based upon my experience, a Management
Fees  in  the range of Seventy Percent (70%) to Seventy-Five
Percent  (75%) 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  Thirty
Percent  (30%)  to  Twenty-Five Percent (25%)  of  "Practice
Revenues"  retained  by the New 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  _________________  this  ____   day  of
_____________, 199_.


___________________________
                                   Leon J. Leonard, D.D.S.

                      STATE OF GEORGIA

___________________, ss
________________, 199_


     Then personally appeared the above-named Leon J.
Leonard, D.D.S. and acknowledged the foregoing Affidavit to
be his free act and deed.


[SEAL]
____________________________
                                   Notary Public
                                   My Commission Expires:

                          EXHIBIT D
                              
                     SECURITY AGREEMENTS

                                             Exhibit D-1

                     SECURITY AGREEMENT


      THIS SECURITY AGREEMENT is effective as of the 1st day
of  January  1998, by _____________________, PC,  a  Georgia
corporation  (the  "New PC"), and Leon  J.  Leonard,  D.D.S.
("Dr.   Leonard")   who   is  duly  licensed   to   practice
orthodontics in the state of Georgia (the "State") and Omega
Orthodontics  of Conyers, 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
New 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 New PC pursuant to the Agreement and
for the faithful and timely performance of all the covenants
and  conditions  to be performed by the  New  PC  under  the
Agreement  (collectively,  the  "Obligations")  the  New  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 New PC, together with
all proceeds thereof (collectively, the "Collateral");

      WHEREAS, the New 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 New PC of the Obligations  and
any  and  all amounts payable under this Security  Agreement
(collectively, the "Secured Obligations"), the New PC hereby
pledges, grants, bargains, assigns and transfers to the MSO,
and   grants  to  the  MSO  a  security  interest  in,   the
Collateral.  Dr. Leonard shall cause the New PC  to  perform
fully  and on a timely basis all of the New 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  New  PC
represents  and  warrants  all of  the  accounts  receivable
constituting  a  portion of the Collateral  of  the  New  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 New PC.  Further, the New 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  New  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.  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 New PC hereby irrevocably authorizes the
MSO to sign and file financing statements naming the New  PC
as  the debtor and the MSO as the secured party, at any time
with respect to any Collateral, without the signature of the
New  PC.  The New PC hereby irrevocably appoints the MSO  as
the  New PC's attorney-in-fact, with full authority  in  the
place and stead of the New PC and in the name of the New 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 New PC under or  by
virtue  of  the  Collateral.  Notwithstanding the  foregoing
power  of  attorney, the New 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  New  PC's  failure  to  sign   said
Financing   Statements,   security   agreements   or   other
agreements, the MSO is authorized as the agent of the New PC
to  sign any such instruments.  Upon the request of the MSO,
the  New  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 New  PC.
The  MSO  agrees, however, that the New 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 New PC under the Agreement; and

           D.    To the payment to the New 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 Conyers, 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 New PC from time to time in writing.

          Notices to the New PC shall be given at:

          1455 Old McDonough Road
          Conyers, Georgia 30207
          Attn: Leon J. Leonard, D.D.S.

or other such addresses as may be delivered by the New 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 New 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.

      14.   Counterparts.  This Security  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 caused
this  Agreement to be duly executed, as of the day and  year
first hereinabove written.


NEW PC:                                      MSO:

                                        OMEGA ORTHODONTICS
OF
                                        CONYERS, INC.


By:____________________________
By:__________________________
Name: Leon J. Leonard                             Name:
Robert J. Schulhof
Title:  President                                 Title:
President


DR. LEONARD


_______________________________
Leon J. Leonard, D.D.S.
                                                  Exhibit D-
2

                     SECURITY AGREEMENT

      THIS SECURITY AGREEMENT is effective as of the 1st day
of  January  1998, by  OMEGA Orthodontics, Inc., a  Delaware
corporation  ("OMEGA"), and Leon J.  Leonard,  D.D.S.  ("Dr.
Leonard")  who is duly licensed to practice orthodontics  in
the  state of Georgia (the "State"), with reference  to  the
following facts:

     WHEREAS, pursuant to an Affiliation Agreement and Asset
Purchase Agreement (the "Affiliation Agreement") dated as of
________ __, 199__ by and between Dr. Leonard and OMEGA  and
the  Management Services Agreement (the "Agreement"),  dated
as  of  the  date hereof, between the New PC  and  the  MSO,
OMEGA,  as assurance and collateral security for the payment
of  the monies owned to Dr. Leonard under the Purchase  Note
(as    defined   in   the   Affiliation   Agreement)    (the
"Obligations"),  OMEGA  agreed to  pledge,  grant,  bargain,
assign  and  transfer  to Dr. Leonard a  security  interest,
pursuant to the Uniform Commercial Code of the State, in and
to   all   leasehold  improvements,  fixtures,  furnishings,
furniture  and  equipment now or hereafter  located  at  the
Orthodontic Offices (collectively, the "Office Collateral");

      WHEREAS,  OMEGA  is obligated as a  condition  to  Dr.
Leonard's   performance under the Affiliation Agreement  and
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 OMEGA of the Obligations and any and
all   amounts   payable   under  this   Security   Agreement
(collectively,  the  "Secured  Obligations"),  OMEGA  hereby
pledges,  grants,  bargains, assigns and  transfers  to  Dr.
Leonard   a  security  interest,  pursuant  to  the  Uniform
Commercial  Code  of  the State, in  and  to  all  leasehold
improvements, fixtures, furnishings, furniture and equipment
now  or  hereafter located at the Orthodontic Offices.   Dr.
Leonard  may at his option file a financing statement  (Form
UCC-1) in order to perfect his security interest hereunder.

      2.   Representations and Warranties.  OMEGA 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, other than right  to
transfer the Collateral to the MSO.

       3.     Release  of  Security  Interest.    Upon   the
termination  of  the Agreement and payment in  full  of  the
amounts  due  under  the Purchase Note,  Dr.  Leonard  shall
release his security interest hereunder, and will deliver to
OMEGA a release.

      4.    Realization  of Collateral.  Dr.  Leonard  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.  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 Dr. Leonard 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.   OMEGA shall at any time on the request of Dr.
Leonard,  sign Financing Statements, security agreements  or
other  agreements  with  respect to  any  Collateral.   Upon
OMEGA's  failure to sign said Financing Statements, security
agreements or other agreements, Dr. Leonard is authorized as
the  agent of the OMEGA to sign any such instruments.   Upon
the  request of  Dr. Leonard, OMEGA agrees to pay all filing
fees  and  to reimburse Dr. Leonard 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  Dr.
Leonard 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  OMEGA.
Dr.  Leonard agrees, however, that the OMEGA 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,  Dr.
Leonard  shall  apply the proceeds in the  order  set  forth
below in Paragraph 6 hereof.  Dr. Leonard may have resort to
the  Collateral or any portion thereof with no  requirements
on  the  part  of Dr. Leonard 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
Dr. Leonard in the following order:

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

          B.   To the payment of the whole amount then owing
and unpaid under the Purchase Note;

           C.    To the payment to OMEGA 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  Dr.
Leonard 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 OMEGA shall be given at:

          c/o Omega Orthodontics, Inc.
          3621 Silver Spur Lane
          Acton, CA 93510
          Attn: Robert Schulhof
or  other such addresses as may be delivered by OMEGA to Dr.
Leonard  from time to time in writing.

          Notices to Dr. Leonard shall be given at:

          1455 Old McDonough Road
          Conyers, GA  30207
          Attn: Leon J. Leonard, D.D.S.

or  other such addresses as may be delivered by Dr.  Leonard
to OMEGA  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.  OMEGA agrees that it will
duly  execute  and  deliver to Dr. Leonard   any  additional
documents  which may be reasonably necessary to give  effect
fully  to  the  security  interest granted  to  Dr.  Leonard
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.


OMEGA:
OMEGA ORTHODONTICS INC.


By:____________________________
    Name:
    Title:



DR. LEONARD:

_______________________________
Leon J. Leonard, 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 Center for Public
Resources, New York, New York ("CPR") Panels of Neutrals or
the American Arbitration Association ("AAA"), with the
assistance of CPR or AAA, unless the parties agree otherwise
in finding a mutually acceptable mediator.

     5.   The New PC and the MSO shall each bear 50% of the
fees and costs of the mediator and any fees and costs of CPR
or 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 CPR or 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 in
Boston, Massachusetts before a qualified sole arbitrator in
accordance with the then current CPR Rules for Non-
Administered Arbitration of Business Disputes or comparable
AAA rules.    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 CPR or 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.