EXHIBIT 10.33



                              -9-
     STOCK PUT/CALL OPTION AND SUCCESSOR DESIGNATION AGREEMENT

       This  Stock  Put/Call  Option  and  Successor  Designation
Agreement (the "Agreement") is made effective as of this 1st  day
of  January, 1998 by and among 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"); Leon  J.  Leonard,
D.D.S.   ("Dr.  Leonard")  who  is  duly  licensed  to   practice
orthodontics in the State; Omega Orthodontics, Inc.,  a  Delaware
corporation ("OMEGA"); and Omega Orthodontics of Conyers, Inc., a
Delaware   corporation  (the  "MSO"),  which  is  a  wholly-owned
subsidiary of OMEGA, with reference to the following facts.

                            RECITALS

     A.   OMEGA is an orthodontic practice management company and
has   expertise  in  managing  orthodontic  practices   including
practice management systems, office space, equipment, furnishings
and  active administrative personnel necessary for the  operation
of  orthodontic  practices and providing high quality  healthcare
management   services  to  orthodontic  practices,  directly   or
indirectly through management service organizations such  as  the
MSO.

      B.    OMEGA acquired certain assets of Dr. Leonard pursuant
to   that   certain  Affiliation  Agreement  and  Asset  Purchase
Agreement (the "Affiliation Agreement") dated as of December  29,
1997 by and among OMEGA and Dr. Leonard.

      C.    The  New PC owns and operates an orthodontic practice
with offices located in the facility identified in Exhibit A (the
"Orthodontic  Offices")  and furnishes orthodontic  care  to  the
general  public  through the services of Dr.  Leonard  affiliated
with the New PC.

      D.    The New PC and the MSO have entered into that certain
Management   Services   Agreement   (the   "Management   Services
Agreement") dated as of even date herewith for the management  by
the MSO of the non-orthodontic business affairs of the New PC.

     E.   Dr. Leonard owns all of the capital stock (the "Capital
Stock")  of  the  New  PC  and desires to provide  for  successor
ownership  upon the occurrence of certain events.  When  used  in
this  Agreement, the term "Capital Stock" shall mean all  of  Dr.
Leonard's right, title, interest and estate in and to all of  the
issued  and outstanding stock in the New PC, including any  stock
hereafter issued and any rights to any additional stock  and  any
preemptive  rights, warrants and instruments of like  effect,  as
set forth on Exhibit B.

     F.   As a condition of entering into the Management Services
Agreement,  Dr. Leonard has agreed to grant to the MSO,  and  the
MSO desires to acquire from Dr. Leonard certain rights, including
but  not  limited  to,  the  right  to  designate  the  successor
purchaser (the "Designated Successor") of all or any part of  the
issued  and  outstanding  Capital Stock upon  the  occurrence  of
certain  events.  In  addition,  under  the  Management  Services
Agreement, upon termination thereof, each of the New PC  and  the
MSO  were  granted  certain  rights  to  be  set  forth  in  this
Agreement.

      NOW,  THEREFORE, in consideration of the foregoing premises
and  the mutual promises contained herein, and for other good and
valuable consideration, the receipt and sufficiency of which  are
hereby  acknowledged, the New PC, Dr. Leonard, the MSO and  OMEGA
agree as follows:

      1.    Defined Terms.  The capitalized words and expressions
used  in this Agreement, but which are not defined herein  shall,
unless  the context otherwise requires, have the same meaning  as
they are given in the Management Services Agreement.

      2.    Put Option.  The MSO shall have the option (the  "Put
Option")  to  require  the  New  PC,  upon  termination  of   the
Management  Services  Agreement by the  MSO  under  Section  10.2
thereof or upon expiration of the Term of the Management Services
Agreement, to:

           (a)   Purchase from the MSO at book value all  of  the
     leasehold improvements, fixtures, furniture, furnishings and
     equipment comprising or located at the Orthodontic  Offices,
     including all replacements and additions thereto made by the
     MSO pursuant to the performance of its obligations under the
     Management   Services  Agreement  and  all   other   assets,
     including inventory and supplies and intangibles, set  forth
     on  the balance sheet as at the end of the month immediately
     preceding   the  date  of  such  termination  or  expiration
     prepared  in accordance with GAAP (the "Balance  Sheet")  to
     reflect  operations of the MSO in respect of the Orthodontic
     Offices,  including  depreciation,  amortization  and  other
     adjustments of such assets shown on such Balance Sheet; and

          (b)  Purchase, by obtaining an assignment from the MSO,
     at  book value, the right to receive payments for breach  of
     the restrictive covenants provided for in Section 3.7 of the
     Management   Services  Agreement  and  in   the   applicable
     Employment   Agreement   with   Dr.   Leonard   contemplated
     thereunder, and any goodwill and other intangible assets set
     forth  on  the  Balance  Sheet, reflecting  amortization  or
     depreciation of the restrictive covenants, and any  goodwill
     and other intangible assets; and

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

If the MSO desires to exercise its Put Option, the MSO shall give
written notice of such election to the New PC and Dr. Leonard  at
least  twenty  (20) calendar days prior to the date specified  in
such  notice as the date for the closing of the Put Option.   Any
exercise  of  the  Put  Option by the MSO shall  be  made  by  an
aggregate payment of the amounts computed under Clauses  (a)  and
(b) of this Section 2 (collectively, the "Put Price").

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

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

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

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

If  the  New PC desires to exercise its Call Option, the  New  PC
shall  give written notice of such election to the MSO  at  least
twenty  (20)  calendar days prior to the date specified  in  such
notice  as  the  date for the closing of the  Call  Option.   Any
exercise  of the Call Option by the New PC shall be  made  by  an
aggregate  payment  to the MSO of  an amount equal  to  the  fair
market value of the assets, tangible and intangible, described in
Clauses  (a) and (b) of this Section 3 (collectively,  the  "Call
Price").  For purposes of this Section 3, the "fair market value"
of  such  assets shall be determined by an independent  appraiser
acceptable to, and appointed by, the MSO and the New PC.  In  the
event  that the MSO and the New PC cannot agree on an independent
appraiser,  the  fair  market  value  of  such  assets  shall  be
determined by three independent appraisers, one of whom shall  be
appointed by the MSO, one of whom shall be appointed by  the  New
PC  and  the third of whom shall be appointed by mutual agreement
of  the  two appointed appraisers.  Within sixty (60) days  after
the  appointment  of  the third appraiser, the  three  appraisers
shall  each submit in writing their determination of fair  market
value  of such assets to each of the MSO and the New PC, and  the
fair market value of such assets shall be conclusively determined
by  taking  the  numerical average of the two fair  market  value
determinations  which  are  closest  in  amount.   The  cost   of
obtaining these appraisals shall be paid one-half by the MSO  and
one-half by the New PC.

      4.    Closing and Delivery. The closing ("Closing") of  the
exercise by the MSO of the Put Option under Section 2 or  of  the
exercise by the New PC of the Call Option under Section 3, as the
case may be, shall be at the offices of Robinson & Cole LLP,  One
Boston  Place, Boston, Massachusetts 02108 on the date  specified
for  such  Closing in the written notice of election to  exercise
such  Put Option or Call Option, as the case may be, or  on  such
other date as the parties may mutually determine. At the Closing,
the New PC shall pay cash, or, with the consent of Dr. Leonard, a
combination  of cash, forgiveness of amounts due to  Dr.  Leonard
under  the  Purchase Note and/or return of the  shares  of  Omega
Common Stock received by Dr. Leonard under Section 1.1(a)(iii) of
the  Affiliation  Agreement  (the value  of  such  shares  to  be
determined by multiplying such number of shares by the average of
the  last  sales (or closing) price for Omega's Common  Stock  on
Nasdaq (or a national securities exchange) for each of the  sixty
(60)  trading  days immediately preceding the date  of  the  Call
Option Notice or the Put Option Notice, as the case may be),  for
the  repurchased  assets,  whether  the  Put  Price  pursuant  to
exercise  by the MSO of the Put Option or the Call Price pursuant
to exercise by the New PC of the Call Option, as the case may be.
The New PC and Dr. Leonard shall execute such documents as may be
required  by  the  MSO  to assume the liabilities  set  forth  in
Section  2(c)  or 3(c), as the case may be, and shall  use  their
respective best efforts to remove the MSO from any liability with
respect  to  such  repurchased assets and  with  respect  to  any
property leased or subleased by the MSO.  From and after any such
Closing, each party shall provide to the other parties reasonable
access  to  books  and records then owned by it  to  permit  such
requesting party to satisfy reporting and contractual obligations
which  may  be required of it.  In addition, following  any  such
Closing,  the  MSO  or its designee shall have reasonable  access
during  normal  business hours to the New PCs records,  including
patient  records regarding records of collections,  expenses  and
disbursements  as kept by the MSO in performing  its  obligations
under the Management Services Agreement, and the MSO may copy any
or all such records.

     5.   Successor Designation Option.

      (a)   Upon termination of the Management Services Agreement
by  the MSO under Section 10.2 thereof or upon expiration of  the
Term  of  the Management Services Agreement or upon the happening
of  any  of  the  following  events (each  of  such  termination,
expiration or event being hereinafter referred to as a  "Transfer
Event"), the MSO shall have the option (the "Designated Successor
Option") to designate a Designated Successor  to purchase all  or
any portion of the Capital Stock then held by Dr. Leonard:

          (i)  the death of Dr. Leonard;

           (ii)  if  Dr. Leonard is determined to be  permanently
     disabled  so  as  to  be unable to render  any  professional
     services  on  behalf  of  the  New  PC,  as  determined   in
     accordance with paragraph (b) of this Section 5 below;

            (iii)  if  Dr.  Leonard  voluntarily  terminates  his
     employment without first proposing and obtaining  the  MSO's
     approval  of  a  proposed  qualified successor  orthodontist
     reasonably acceptable to the MSO on behalf of the New PC;

           (iv)  if  Dr. Leonard acts in a criminally or  grossly
     negligent   manner  with  respect  to  the  performance   of
     professional orthodontic services rendered or to be rendered
     on behalf of the New PC;

           (v) if Dr. Leonard becomes hospitalized for alcohol or
     drug abuse;

          (vi) if Dr. Leonard is convicted of a felony;

           (vii) if Dr. Leonard loses his license or is otherwise
     determined to be disqualified from rendering services as  an
     orthodontist  for  the  New PC by the applicable  dental  or
     other comparable regulatory board of the State;

           (viii) if Dr. Leonard's shares of Capital Stock are or
     are to be transferred voluntarily or by operation of law  to
     any person who is a "disqualified person," as defined in the
     professional corporation statute of the Laws of the State;

           (ix) if Dr. Leonard voluntarily files a petition under
     any  bankruptcy  or  insolvency law or a  petition  for  the
     appointment  of a receiver, or makes an assignment  for  the
     benefit of creditors;

          (x) if Dr. Leonard is subjected involuntarily to such a
     petition  or  assignment, or any creditor or  other  persons
     obtains  an attachment or other legal or equitable  interest
     in  any shares of the Capital Stock of Dr. Leonard and  such
     involuntary  petition,  assignment  or  attachment  is   not
     discharged within sixty (60) days after creation;

           (xi) if Dr. Leonard is required to transfer any shares
     of  Capital  Stock by reason of a judgment, court  order  or
     decree or by operation of law;

           (xii)  if  Dr. Leonard retires within the  meaning  of
     Paragraph (c) of this Section 5; or

          (xiii) if Dr. Leonard desires to sell any of his shares
     of  Capital  Stock to another orthodontist  as  contemplated
     under Section 6 hereof.

      (b)  For purposes hereof, "permanent disability" means  any
illness,   injury,  disease  or  condition,  whether  mental   or
physical, which, for a continuous period of thirty (30) days, (i)
prevents  Dr. Leonard from performing his duties competently  and
adequately  as  determined  by the  MSO,  or  (ii)  substantially
impairs  the  New  PC's  or  Dr. Leonard's  ability  to  practice
orthodontics.

      (c)  For purposes hereof, "Retirement" of Dr. Leonard shall
occur on the date when Dr. Leonard voluntarily withdraws from the
practice  of orthodontics at whatever age or for whatever  reason
and  notifies  the  New  PC that he desires  to  be  regarded  as
"Retired" and fails to have first proposed and obtained the MSO's
approval   of  a  qualified  successor  orthodontist   reasonably
acceptable to the MSO.

      6.    Successor  Designation Option  Exercise.   Except  as
otherwise   provided  herein,  upon  exercise  of  the  Successor
Designation Option, the Designated Successor may purchase all  or
any  part  of  the  Capital Stock.  The failure  of  the  MSO  to
exercise  this  Successor Designation Option as  to  all  of  the
Capital Stock at any one time shall not limit the MSO's right  to
exercise  the  Successor Designation Option with respect  to  any
remaining  Capital  Stock at any time during  the  term  of  this
Agreement.   The  Successor  Designation  Option  shall  also  be
exercisable by the MSO as provided in Section 8 below.

      7.    Exercise  Notice.   Any  exercise  of  the  Successor
Designation Option shall be accompanied by a written notice  (the
"Successor  Designation Exercise Notice") to Dr.  Leonard(or  his
successor  or representative), specifying the name,  address  and
information  showing the qualifications and  suitability  of  the
Designated Successor to conduct or perform professional  services
on  behalf of the New PC and number of shares of Capital Stock of
Dr. Leonard as to which the Successor Designation Option is being
exercised.   Upon the MSO's exercise of the Successor Designation
Option in respect of any event described in Section 5(a)(iii)  or
(x)  as to all of the shares of Capital Stock of Dr. Leonard, Dr.
Leonard  shall execute a Non-Competition Agreement  in  the  form
attached  hereto as Exhibit C.  The MSO may, at any time,  cancel
any Successor Designation Exercise Notice sent by it hereunder.

      8.    Right  of  First Refusal and Sale of Stock.   If  Dr.
Leonard  desires  to  sell any of the Capital  Stock  to  another
orthodontist (a "Purchaser"), he shall first give notice  to  the
MSO  of his intent to sell such Capital Stock ("Notice of Sale"),
giving  to  the  MSO  such  information as  shall  be  reasonably
requested  by it to ascertain the qualifications and  suitability
of  the  Purchaser to conduct or to perform professional services
on  behalf  of  the New PC and the terms and conditions  of  such
proposed sale to the Purchaser.  Upon receipt of such Notice, the
Successor  Designation Option of the MSO shall become exercisable
for  a  period  of three (3) months, provided however,  that  the
exercise  price and terms of purchase of the Capital Stock  shall
be  no less favorable to Dr. Leonard than those set forth in  the
Notice of Sale.  In the event the Successor Designation Option is
not exercised during such three (3) month period, Dr. Leonard may
sell the Capital Stock to the Purchaser, with the consent of  the
MSO,  which consent shall not be unreasonably withheld, upon  the
terms  and  conditions set forth in the Notice of Sale,  provided
however,  that  such  sale  shall be conditioned:  (i)  upon  the
Purchaser  joining  in  this  Agreement  and  entering  into   an
employment agreement with the New PC on such terms and conditions
as  may  be  approved  by  the MSO, and  (ii)  upon  Dr.  Leonard
executing a Non-Competition Agreement in the form attached hereto
as Exhibit C.

      9.    Assignment of the Successor Designation  Option   The
Successor  Designation Option may be assigned by the MSO  or  any
assignee  of the MSO to OMEGA or to a duly licensed orthodontist,
by a written assignment, signed by both the MSO and the assignee.
When  the  context so requires in this Agreement, the term  "MSO"
shall be deemed to refer to an assignee holding an assignment  of
the  Successor  Designation Option with respect to  such  Capital
Stock,  and  the terms "party" and "parties" shall be  deemed  to
include

     10.  Purchase Price of the Capital Stock.

           (a)   The  purchase price ("Purchase Price")  due  and
payable  by  the  Designated  Successor  upon  exercise  of   the
Successor  Designation Option shall be an  amount  equal  to  the
product  of (a) the aggregate net amount received by the  New  PC
pursuant  to Article 6 and Schedule 3 of the Management  Services
Agreement   for  the  twelve  (12)  calendar  months  immediately
preceding  the month in which the Successor Designation  Exercise
Notice  is  delivered  to  Dr.  Leonard  (or  his  successor   or
representative)  multiplied by (b) a fraction, the  numerator  of
which  is  the  number  of  shares of the  Capital  Stock  to  be
purchased  and  the denominator of which is the total  number  of
shares  of  the  Capital Stock outstanding at the  time  of  such
purchase.

           (b)   Payment  of Purchase Price.  The Purchase  Price
upon  exercise of the Successor Designation Option shall be  paid
by  the  Designated Successor executing a nonrecourse, negotiable
promissory  note, secured by the Capital Stock  of  Dr.  Leonard.
The note shall be for a term of five years, with interest payable
quarterly in arrears at the mid-term Applicable Federal Rate with
monthly  compounding  published by the Internal  Revenue  Service
from  time  to  time in accordance with Section  1274(d)  of  the
Internal  Revenue Code of 1986, as amended  (the "Code")  or  any
successor  provision  of  the Code, provided  however,  that  the
Designated  Successor shall be permitted to prepay such  note  at
any  time.   Principal  shall be payable  in  five  equal  annual
installments commencing six months after the closing date.

          (c)  Purchase From Dr. Leonard's Estate.

                (i)  Upon the death of Dr. Leonard and receipt of
notice  of a Successor Designation Exercise Notice, Dr. Leonard's
personal  representative shall apply for and obtain any necessary
court  approval  or  confirmation of the sale  of  Dr.  Leonard's
shares  of  Capital  Stock  pursuant  to  this  Agreement.    The
representative  of the estate of Dr. Leonard and  the  Designated
Successor  shall  complete such sale as soon after  the  date  of
death  as  practicable, but no later than  180  days  after  such
event.

                (ii)  The death of Dr. Leonard's spouse, if  any,
shall not be considered the death of Dr. Leonard for purposes  of
this Agreement.

                (iii)  The estate of Dr. Leonard shall bear,  and
hold the New PC harmless from, all costs and expenses incurred as
a  result  of  securing  any court orders, court  decrees,  court
approvals  or inheritance tax clearances required to  enable  the
estate  of  Dr.  Leonard to transfer to the Designated  Successor
full  legal and equitable tax-free title to the Capital Stock  of
Dr. Leonard.

           (d)  Other Purchases.  Except for purchases of Capital
Stock  upon exercise of the Successor Designation Option pursuant
to  Section 5(a)(i) hereof, all other purchases of Capital  Stock
pursuant  to such Option shall close thirty (30) days  after  the
date   of  any  Successor  Designation  Exercise  Notice,  unless
extended by the parties.

     11.  Insurance.

           (a)   In  order  to insure the MSO's interest  in  the
Management  Services  Agreement and  under  this  Agreement,  Dr.
Leonard  hereby  consents to the acquisition and  maintenance  in
force, at Omega's expense, of a disability insurance policy and a
life insurance policy on Dr. Leonard ("Insurance Policies").  The
life insurance policy may be in an aggregate face amount of up to
three  times  Dr.  Leonard's income, as shown  on  the  W-2  Form
prepared  by the New PC for the most recent calendar  year.   Dr.
Leonard  agrees,  at the election of the MSO,  to  take  whatever
actions  are necessary to facilitate the acquisition of any  such
Insurance Policy by the MSO.

          (b)  INTENTIONALLY OMITTED

           (c)   As  long as the Insurance Policies provided  for
herein  are  in  full force and effect, the  MSO  shall  pay  all
premiums falling due on all such policies issued to it subject to
this Agreement.

           (d)   No  insurance company that has issued  or  shall
issue  an  Insurance Policy or Policies to the MSO  as  permitted
under  this Agreement shall be under any obligation with  respect
to the performance of the terms and conditions of this Agreement.
Any  such  company  shall  be bound only  by  the  terms  of  the
Insurance  Policy  or  Policies which  it  has  issued  or  shall
hereafter  issue and shall have no liability except as set  forth
in its policies.

      12.   Representations.  The New PC  and  Dr.  Leonard  each
represent and warrant to the MSO and OMEGA that as of the day and
year  first  above written and during the term of this Agreement,
Exhibit A is a true and complete listing of the Capital Stock, as
revised from time to time pursuant to this Agreement.

     13.  Restriction on Transfer.

          (a)  Except to the extent and in the manner provided in
this  Agreement or with the express prior written consent of  the
MSO  which may be granted or withheld in its absolute discretion,
Dr. Leonard shall not sell, assign, transfer, pledge or otherwise
dispose (including by gift or otherwise) of any of his shares  of
the Capital Stock.

           (b)   Issuance of Stock; Change in Ownership;  Mergers
and Consolidation.  Without the prior written consent of the MSO,
Dr.  Leonard shall not permit the New PC to, and the New PC shall
not,  during  the term of this Agreement, issue any stock,  other
equity,  or  debt  of  the  New PC;  permit  any  change  in  the
composition  or respective percentage ownership of  the  New  PC;
merge, consolidate or otherwise reorganize with or into any other
corporation, partnership, trade, business, or the like; amend  or
otherwise  modify  its  articles  of  incorporation  or   bylaws;
dissolve; or enter into any agreement with any person to  do  any
of the foregoing without the prior written consent of the MSO.

      14.   Delivery  of  Stock Power.  Upon  execution  of  this
Agreement,  Dr. Leonard shall execute and deliver to the  MSO,  a
sufficient  number  of  assignments separate  from  certificates,
endorsed  in blank to cover all of the Stock (the "Stock  Power")
held  of  record  or  beneficially owned by  Dr.  Leonard.   Upon
execution of this Agreement, Dr. Leonard shall deliver to the MSO
all certificates heretofore issued representing all of the shares
of  Capital  Stock held of record or beneficially  owned  by  Dr.
Leonard.  Each such certificate shall have affixed to the back of
the certificate a legend substantially as follows:

     "The  rights  of any holder of any share evidenced  by  this
     certificate,   including  the  right  to  dispose   of   the
     securities  represented by this certificate or any  interest
     therein,  are  subject to and restricted by a certain  Stock
     Put/Call  Option and Successor Designation Agreement,  dated
     January 1, 1998, among the New PC, the holder hereof and the
     MSO  and  OMEGA (as defined therein).  The New PC will  mail
     without charge to any holder of these shares a copy of  such
     agreement within five (5) days of receipt by the New PC of a
     written request therefor."

     Upon any exercise of the Successor Designation Option by the
MSO,   the  MSO  (and/or  the  Designated  Successor)  shall   be
authorized  to  complete the Stock Powers,  attach  them  to  the
certificates  and tender the same to the transfer agent  for  the
New  PC  for  reissuance in the name of the Designated Successor.
Upon  any termination of this Agreement without exercise  of  the
Successor Designation Option, the MSO shall return all such Stock
Powers to Dr. Leonard.

      15.  Confidentiality.  The parties shall use all good faith
efforts  to  keep the contents of this Agreement  and  all  other
aspects of the negotiations preceding execution of this Agreement
confidential.  Unless required by law, the New PC,  Dr.  Leonard,
and  the  MSO and OMEGA shall not disclose the contents  of  this
Agreement or the negotiations leading to this Agreement to  third
parties  without the prior written consent of the other  parties.
The  MSO  shall ensure that all of the assignees likewise  comply
with  the obligations of confidentiality imposed by this Section,
except  that the MSO and the assignees may disclose the  contents
of  such  to  the  extent required by law or otherwise  to  their
respective agents, representatives, contractors, and employees to
the  extent  necessary  to exercise their  respective  rights  or
perform their respective obligations hereunder.

      16.  Term.  The term of this Agreement shall commence as of
the day and year first above written and shall terminate upon the
termination of the Management Services Agreement or the  exercise
(and  consummation  of  the transaction provided  for  upon  such
exercise)  of  the Put Option, the Call Option or  the  Successor
Designation  Option as to all of the Capital Stock, as  the  case
may be (the "Term").

     17.  General

           (a)   Compliance with Law.  The New PC and Dr. Leonard
shall comply with all applicable requirements of applicable state
law  and  regulations,  and  other  licensing  and  accreditation
authorities.

          (b)  Relationship of Parties.  In the exercise of their
respective   rights  and  the  performance  of  their  respective
obligations under this Agreement, the New PC and Dr.  Leonard  on
the  one hand and OMEGA and the MSO (or any assignee of the  MSO)
on  the other hand are acting in the capacity of the grantor  and
grantee of an  option to purchase or to designate the purchase of
shares of Capital Stock and nothing in this Agreement is intended
nor   shall   be   construed  to  create  an   employer/employee,
partnership,  joint  venture  or a  landlord/tenant  relationship
between or among the parties.

           (c)   Assignment.  Notwithstanding any other provision
of  this  Agreement, neither this Agreement nor  the  rights  and
duties of this Agreement may be assigned or delegated by the  New
PC  or  Dr. Leonard without the prior written consent of the  MSO
and  OMEGA.   This  Agreement binds the  successors,  heirs,  and
authorized assignees of the parties.

           (d)  Counterparts.  This Agreement, and any amendments
thereto,  may  be executed in counterparts, each of  which  shall
constitute  an  original  document,  but  which  together   shall
constitute one and the same instrument.

           (e)  Headings.  The section headings contained in this
Agreement are inserted for convenience only and shall not  affect
in any way the meaning or interpretation of this Agreement.

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

If to the New PC
 or Dr. Leonard:              Leon J. Leonard, D.D.S.
                         1455 Old McDonough Road
                         Conyers, GA  30209


If to MSO or OMEGA:      Omega Orthodontics, Inc.
                         3621 Silver Spur Lane
                         Acton, CA 93510

           (g)   Governing Law.  This Agreement shall be governed
by and construed in accordance with the laws of the State.

           (h)  Amendment.  This Agreement may be amended at  any
time  by  agreement of the parties, provided that  any  amendment
shall be in writing and executed by the parties.

           (i)  Severability.  If any provision of this Agreement
is  held  by  a court of competent jurisdiction to be invalid  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 will nevertheless continue in full
force and effect.

           (j)   Fees and Expenses.  The New PC, Dr. Leonard  and
the  MSO and OMEGA each shall bear their own expenses, including,
without limitation, attorneys' and accountants' fees, incurred in
connection  with  the  preparation  of  this  Agreement  and  the
transactions contemplated hereby.

           (k)   Exhibits  and  Schedules.  All  attachments  and
schedules  attached to this Agreement are incorporated herein  by
this  reference  and all references herein to  "Agreement"  shall
mean   this  Agreement  together  with  all  such  exhibits   and
schedules.

           (l)   Time of Essence.  Time is expressly made of  the
essence  of this Agreement in each and every provision hereof  of
which time of performance is a factor.

          (m)  Attorneys' Fees.  Should any of the parties hereto
institute  any action or proceeding to enforce this Agreement  or
any provision hereof (including without limitation, arbitration),
or  for damages by reason of any alleged breach of this Agreement
or  of  any  provision  hereof, or for a  declaration  of  rights
hereunder   (including,   without   limitation,   by   means   of
arbitration),  the  prevailing  party  in  any  such  action   or
proceeding shall be entitled to receive from the other party  all
costs  and  expenses,  including, without limitation,  reasonable
attorneys'  fees, incurred by the prevailing party in  connection
with such action or proceeding.

           (n)   Further Assurances.  The parties shall take such
actions and execute and deliver such further documentation as may
reasonably   be  required  in  order  to  give  effect   to   the
transactions contemplated by this Agreement and the intentions of
the parties hereto.

            (o)   Rights  Cumulative.   The  various  rights  and
remedies herein granted to the respective parties hereto shall be
cumulative and in addition to any other rights any such party may
be  entitled to under law.  The exercise of one or more rights or
remedies  by a party shall not impair the right of such party  to
exercise any other right or remedy, at law or equity.

     18.  Alternative Dispute Resolution.

     18.1 General.

     (a)  If a dispute arises under this Agreement (other than in
connection  with  a  determination of  fair  market  value  under
Section  3  hereof)  which cannot be resolved informally  by  the
parties, any party may invoke the procedures set forth in Exhibit
D  hereto  and the parties agree to use these procedures,  except
paragraph  (b)  of this Section 18, 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 18 to the
contrary,  nothing  in this Section 18 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.


           18.2  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.


                    INTENTIONALLY LEFT BLANK

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

"NEW PC"

LEON J. LEONARD, D.M.D., P.C.,
a Georgia corporation


By:  /S/ Leon J. Leonard
     Leon J. Leonard, President


DR. LEONARD


     /s/ Leon J. Leonard, D.D.S.
Leon J. Leonard, D.D.S.


"MSO"

OMEGA ORTHODONTICS OF CONYERS, INC.
a Delaware corporation


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

"OMEGA"
OMEGA ORTHODONTICS, INC.,
a Delaware corporation


By:  /s/ Robert J. Schulhof
   Robert J. Schulhof, President and
     Chief Executive Officer
                   SPOUSAL JOINDER AND CONSENT


      I  am  the  spouse  of Leon J. Leonard,  D.D.S.,  the  sole
Stockholder of ______________, PC. To the extent that I have  any
interest in any of the Capital Stock (as that term is defined  in
the Stock Put/Call Option and Successor Designation Agreement), I
hereby join in such Agreement and agree to be bound by its  terms
and  conditions to the same extent as my spouse.  I have read the
Stock   Put/Call  Option  and  Successor  Designation  Agreement,
understand  its terms and conditions, and to the  extent  that  I
have  felt  it  necessary, I have had the opportunity  to  retain
independent  legal  counsel to advise  me  concerning  the  legal
effect  of this Stock Put/Call Option Agreement and this  Spousal
Joinder and Consent.

I  understand and acknowledge that each of the MSO and  OMEGA  is
significantly  relying  on  the validity  and  accuracy  of  this
Spousal  Joinder and Consent in entering into this Stock Put/Call
Option and Successor Designation Option Agreement.

Executed  this          day  of                                 ,
1998.



Signature:


Printed or Typed Name:
                           EXHIBIT A

                      ORTHODONTIC OFFICES

The office space and related leasehold improvements constituting
the Orthodontic Offices are located at 1455 Old McDonough Road,
Conyers, Georgia  30207 and 1422 Tate Street, Covington, Georgia
30209..
                            EXHIBIT B


                              STOCK
                                
     The authorized capital stock of the New PC is 100,000 shares
of common stock, $1.00 par value per share.  500 shares of the
common stock of the New PC are issued and are outstanding, all of
which shares are evidenced by certificate No. 1 issued in the
name of Leon J. Leonard, D.M.D.
                                
                                
                            EXHIBIT C
                                
                    NON-COMPETITION AGREEMENT

      THIS NON-COMPETITION AGREEMENT ("Agreement") is made as  of
this       day of
_______________, ____ by and between ____________________, D.D.S.
("Dr.   _____________"),  who  is  duly  licensed   to   practice
orthodontics    in    the    state    of    _____________,    and
___________________, a professional corporation  (the  "New  PC")
incorporated under the laws of the State.

       All  capitalized  terms  used  herein  and  not  otherwise
expressly defined shall have the same meanings set forth in  that
certain Stock Put/Call Option and Successor Designation Agreement
("Stock  Agreement") dated ____________, 199_ by  and  among  Dr.
__________________,  the  New  PC, Omega  Orthodontics,  Inc.,  a
Delaware   corporation  ("Omega")  and  Omega   Orthodontics   of
____________________,  Inc., a Delaware corporation  (the  "MSO")
which is a wholly owned subsidiary of Omega.
                                
                            RECITALS

      A.   Dr. _________________ is the sole owner of the Capital
Stock  of  the New PC and desires to transfer all of  his  right,
title  and  interest  in and to such Capital  Stock  pursuant  to
Section 8 of the Stock Agreement to the Purchaser.

      B.    The  Purchaser has agreed to join the Stock Agreement
and  to  enter into an employment agreement with the  New  PC  on
terms and conditions acceptable to and approved by the MSO.

     C.   As a condition to the transfer by Dr. ______________ of
his  Capital Stock to the Purchaser pursuant to Section 8 of  the
Stock  Agreement, Dr. ______________ has agreed to enter into  an
agreement  in the form of this Agreement to be delivered  to  the
New  PC  upon  the closing of the transfer of his  Capital  Stock
pursuant to Section 8 of the Stock Agreement.

      NOW,  THEREFORE, in consideration of the foregoing promises
and  other  good  and  valuable consideration,  the  receipt  and
sufficiency of which are hereby acknowledged, the parties  hereto
agree as follows.

      1.   Dr. _______________'s Covenants .  During the term  of
this  Agreement in the Service Area described in Section 4 below,
Dr.  __________________ shall not (directly or indirectly through
any  business,  enterprise, venture, partnership, corporation  or
any  other  entity  controlled  directly  or  indirectly  by  Dr.
_______________,  whether  alone or as  a  partner,  stockholder,
creditor or otherwise):

           (a)  Provide orthodontic or other dental services,  or
engage,  participate, aid, assist, or hold any  interest  in  any
business or the provision of any managed care plan service  which
is,  or  as  of Dr. ______________'s engagement or participation,
would  become, competitive with the New PC's orthodontic practice
business;

          (b)  Engage or contract (other than with the MSO or any
of  the  MSO's   affiliates) for the provision of any  management
services  for Dr. _____________ or any person employed  or  under
contract  to Dr. ________________ (as applicable) which  are  the
same as or substantially similar to any of the services that  the
MSO or any of the MSO's affiliates furnishes;

           (c)  Solicit or assist any other person to solicit any
business relating to a competing line of business (other than for
the  New  PC  or  any  of its affiliates)  from  any  present  or
potential patient, customer (including all third party payors) of
Dr.  _________________,  the New PC or any  of  their  respective
affiliates;

           (d)   Commit any other act or assist others to  commit
any  other act which might injure the business of the New PC, the
MSO or any of their respective affiliates;

           (e)   Directly or indirectly employ, contract, solicit
or  encourage  any  employee or other person under contract  with
the  New  PC,  the MSO or any of their respective  affiliates  to
leave the employ of any such entity; and

           (f)   Directly or indirectly solicit, request, advise,
or encourage any present or future supplier, patient, customer or
employee of the New PC, the MSO or their respective affiliates to
withdraw,  curtail or cancel its business dealings with  the  New
PC,  the  MSO or their respective affiliates, or take any actions
that might impair the relations of the New PC, the MSO or any  of
their  respective  affiliates  and  their  respective  suppliers,
patients, customers, employees or others.

        2.      Dr.   _______________'s   Representations.    Dr.
______________   specifically   acknowledges,   represents,   and
warrants that: (i) his covenants set forth in this Agreement  are
being  given in connection with the sale of the Capital Stock  to
the  Purchaser pursuant to Section 8 of the Stock Agreement; (ii)
such  covenants  are  reasonable and  necessary  to  protect  the
legitimate interests of the New PC, the MSO and Omega; and  (iii)
the  New  PC, the MSO and Omega would not have consented to  such
sale  in  the  absence of such restrictions.  Dr. _______________
acknowledges   that   this   Agreement   is   subject   to    all
representations, warranties and covenants of Dr.  _______________
in the Stock Agreement.

       3.     Service  Area.   The  Service  Area  to  which  Dr.
________________'s covenants in Section 1 apply is defined as the
area  within  a  fifteen (15) mile radius (or the maximum  radius
permitted  by law, if less) of each orthodontic office  or  other
facility owned, operated or managed by Dr. ________________,  the
New  PC,  the  MSO,  Omega  or  their respective  affiliates  now
existing or hereafter established.

      4.   Term .  The term of this Agreement commences as of the
day  and  year first above written and continues for  twenty-four
(24) months.

      5.    Payment.  As consideration for Dr. ________________'s
agreement not to compete and other covenants herein, the  New  PC
shall  pay  Dr.  ________________  upon  the  execution  of  this
Agreement  by  the  New  PC the amount of  One  Thousand  Dollars
($1,000).

       6.     Remedies.  In  the  event  of  a  breach   by   Dr.
_______________ of this Agreement, the New PC shall  be  entitled
to  receive,  on behalf of the MSO, from Dr. _______________,  in
addition  to  other  remedies and not by way of  an  election  of
remedies,  liquidated damages equal in amount to the  greater  of
(a)  Dr.  _________________'s income, as shown on  the  W-2  form
prepared by the New PC for the most recent calendar year  or  (b)
$300,000.   Any  amounts received by the New PC pursuant  to  the
prior sentence shall be paid to the MSO by the New PC immediately
following  receipt by the New PC. Should a court fail to  enforce
the  liquidated damages provision set forth in the first sentence
of this
Section  6,  the parties acknowledge and agree that, absent  such
liquidated  damages,  a  breach by Dr. ________________  of  this
Agreement will cause irreparable damage to the New PC, the  exact
amount of which will be difficult to ascertain, and that remedies
at  law for any such breach will be inadequate.  Accordingly, Dr.
________________ agrees that in such case, the New  PC  shall  be
entitled to injunctive relief and Dr. _______________ agrees  not
to  assert  in  any proceeding that the New PC  has  an  adequate
remedy  at law.  Dr. ___________________ shall pay the reasonable
fees and expenses, including attorneys fees, incurred by the  New
PC or any successor or assign in enforcing this Agreement.

      7.    Third  Party  Beneficiaries.  The  parties  expressly
understand  and  agree  that the MSO and Omega  are  third  party
beneficiaries of this Agreement and shall be entitled to  all  of
the  rights and remedies provided herein to the New PC and  shall
be entitled to enforce the terms of this Agreement.

     8.   Miscellaneous .

           (a)  Successors and Assigns.  This Agreement shall  be
binding  upon and shall inure to the benefit of the  parties  and
their  respective  heirs (as applicable), legal  representatives,
and  permitted successors and assigns.  No party may assign  this
Agreement  or  the  rights, interests or  obligations  hereunder;
provided,  however,  that  the New  PC  may  assign  its  rights,
interests  and obligations to the MSO, Omega and their affiliates
without  the  consent of Dr. _____________.   Any  assignment  or
delegation  in contravention of this Section shall  be  null  and
void.

           (b)  Counterparts.  This Agreement, and any amendments
thereto,  may  be executed in counterparts, each of  which  shall
constitute  an  original  document,  but  which  together   shall
constitute one and the same instrument.

           (c)  Headings.  The section headings contained in this
Agreement are inserted for convenience only and shall not  affect
in any way the meaning or interpretation of this Agreement.

           (d)   Amendment.  This Agreement may  not  be  amended
except in a writing executed by all parties.

           (e)   Time of Essence.  Time is expressly made of  the
essence of this Agreement and each and every  provision hereof of
which time of performance is a factor.

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


If to Dr. ________________:        Dr. ______________________
                               ______________________
                               ______________________

If to the New PC:             ________________________
                         ________________________
                         ________________________

           (g)   Governing Law.  This Agreement shall be governed
by  and  construed in accordance with the laws of  the  State  of
__________________.

          (h)  Severability.  If any provision or portion of this
Agreement  is  held  by a court of competent jurisdiction  to  be
invalid  or  unenforceable, the remainder of this Agreement  will
nevertheless continue in full force and effect and shall  not  be
invalidated  or  rendered unenforceable  or  otherwise  adversely
affected, unless such invalidity or unenforceability would defeat
an   essential  business  purpose  of  this  Agreement.   Without
limiting  the  generality of the foregoing, if the provisions  of
this Agreement shall be deemed to create a restriction, which  is
unreasonable as to either duration or geographical area or  both,
the parties agree that the provisions of this Agreement shall  be
enforced  for such duration and in such geographic  area  as  any
court   of  competent  jurisdiction  on  may  determine   to   be
reasonable.

           (i)  Attorneys' Fees.  Should either the New PC or Dr.
________________  institute any action or  procedure  to  enforce
this  Agreement or any provision hereof, or for damages by reason
of  any  alleged  breach of this Agreement or  of  any  provision
hereof,  or  for  a  declaration of rights  hereunder  (including
without limitation arbitration), the prevailing party in any such
action or proceeding shall be entitled to receive from the  other
party  all  costs  and  expenses,  including  without  limitation
reasonable attorneys' fees, incurred by the prevailing  party  in
connection with such action or proceeding.

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



"DR. ________________"                       "NEW PC"


_______________________________

______________________________                                By:
___________________________
                                              President


                                


                           EXHIBIT D

           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.